Common use of Access to Information Clause in Contracts

Access to Information. From the Execution Date until the Closing Date, the Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From The Company shall, upon reasonable request and notice, afford Parent and its Representatives reasonable access during normal business hours during the Execution Date until period from the Closing Datedate hereof and prior to the Effective Time to (a) the properties and assets, Books and Records, Contracts and Company IP of the Company will and its Subsidiaries, (b) such other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request, and (c) all Employees of the Company and its Subsidiaries; provided, however, that (i) give such access does not unreasonably disrupt the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements normal operations of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish the Company may withhold or restrict access to the Parent, its counsel, financial advisors, auditors any document or information solely if and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent that the disclosure of such information would reasonably requested by be expected to violate any Contract or any applicable Legal Requirement or result in the waiver of any legal privilege or work-product privilege. With respect to any information that the Company is permitted to withhold pursuant to the immediately preceding proviso, unless such Persons. The Parent information relates to a transaction with the Company within the six-month period immediately preceding May 14, 2012, the Company shall use commercially its reasonable best efforts to cause (A) obtain the required consent of any third party that is necessary to enable the Company to provide access or disclosure to Parent, (B) with respect to information that is subject to a legal privilege or work-product privilege, enter into a joint defense agreement or other arrangement, as appropriate, so as to enable the Company to disclose such information to Parent in a manner that does not result in the loss of such privilege, and (C) develop an alternative means by which to provide Parent with such information in a manner that does not violate the applicable Contract or Legal Requirement or jeopardize the applicable privilege. No information or knowledge obtained in any investigation pursuant to this Section 8.4 5.5 or otherwise shall affect or be deemed to be conducted modify, amend or supplement any representation or warranty contained herein or in such manner as not the Disclosure Schedule or the conditions to materially interfere the obligations of the parties to consummate the Merger in accordance with the conduct terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of the business warranty or breach of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERScovenant.

Access to Information. From (a) Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the Execution Date until provisions of such Article will govern) and without limiting the Closing Date, the Company will (i) give the Parent, the R&W Insurance Providerapplicable provisions of Article VI, and subject to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII, from and after the Parent’s Effective Time, each of Infrastructurco and Flowco shall afford to the R&W Insurance Provider’s respective counselother and its authorized accountants, financial advisors, auditors counsel and other authorized designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information and to the officesrequirements of any applicable Law, to the personnel, properties, officersand Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, employeesand reasonably relates to (x) such other Party or the conduct of its business prior to the Effective Time or (y) any Ancillary Agreement; provided, consultants, accountants, advisors, other representatives, books, records and agreements of the Companyhowever, in each casethe event that a Party determines that any such access or the provision of any such information (including information requested under Section 5.2 or Section 7.1) would be commercially detrimental in any material respect, upon advance written notice and during normal business hours and violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)and, to the extent reasonably requested by such Persons. The Parent applicable, shall use commercially reasonable efforts to cause obtain the Consent from any investigation Third Party required to make such disclosure without violating a Contract with a Third Party) to permit compliance with such information request in a manner that avoids any such harm, violation or consequence. Each of Infrastructurco and Flowco shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 5.2 or this Section 8.4 Article VII of their obligation to be conducted hold such information confidential in such manner as not to materially interfere accordance with the conduct provisions of this Agreement. (b) Notwithstanding anything herein to the contrary, from and after the Effective Time until the end date specified in a written notice delivered by one Party to the other Party (the “Shared Access Period”), Infrastructurco agrees to cooperate with Flowco and the members of the business Flowco Group to enable Flowco and the members of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Flowco Group and their respective counselauthorized accountants, financial advisors, auditors counsel and other authorized designated representatives and Affiliates shall (A) not be responsible or liable to obtain access to Information relating to the Parent Flowco Business that is in the custody of any third party records management repository to which Infrastructurco has transferred information, including but not limited to Iron Mountain. (c) Infrastructurco and Flowco each acknowledge and agree that each Party possesses certain Information reflecting the operations of the other Party for personal injuries periods prior to the Effective Time in such archived electronic format as described in Schedule 7.2(c) (the “Archived Data”). Subject to the provisions of Section 7.7 below, each Party agrees to maintain the Archived Data in a manner materially consistent with the treatment of such Archived Data as of the Effective Date; provided, however, that neither Party is required to maintain any specific storage format, license, system, reporting functionality for such Archived Data or property damage sustained specific personnel to provide access to the Archived Data. Access to the Archived Data will remain under the sole discretion and control of the custodian Party and, except as specifically set forth on Schedule 7.2(c), no personnel of either Party will be granted direct access to the other Party’s network or systems and any requests for delivery of Archived Data shall be governed by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this provisions of Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS7.2(a).

Access to Information. From the Execution Date date hereof until the Closing DateEffective Time and subject to Applicable Law and the Confidentiality Agreement, the Company will and Parent shall (i) upon reasonable advance notice, give to the Parentother party, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective its counsel, financial advisors, auditors and other authorized representatives reasonable access during regular business hours to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements of such party (except that neither party shall conduct any environmental sampling or analysis without the advance written consent of the Companyother party, which may be withheld in each casesuch other party’s sole discretion, upon advance written notice and during normal business hours without executing a customary access and indemnity agreement in respect thereto), (ii) furnish to the Parentother party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) as such Persons may reasonably request and (ii)iii) instruct its employees, to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection cooperate with the other party in its investigation; provided, however, that each party may restrict the foregoing access provided and the disclosure of information pursuant to this Section 8.4 and 8.06 to the extent that (A) in the reasonable good faith judgment of such party, any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a Third Party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 8.06, Parent or the Company, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of any such Third Party to provide such access or disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and (3) in the case of clauses (A) and (C), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. Any investigation pursuant to this Section 8.06 shall be indemnified and held harmless by conducted in such manner as not to interfere unreasonably with the Parent for conduct of the business of the other party. No information or knowledge obtained in any losses suffered investigation pursuant to this Section 8.06 shall affect or be deemed to modify any representation or warranty made by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSparty hereunder.

Access to Information. From The Company shall, and shall cause each of its Subsidiaries to, upon reasonable advance notice, afford to Newco, any of its financing sources (provided that such financing sources are party to one of the Execution Date until Confidentiality Agreements, or a similar agreement providing for substantially the Closing Date, same terms as those set forth in the Confidentiality Agreements with respect to information provided by the Company will (ieach such similar agreement, an “Additional Confidentiality Agreement”)) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives their Representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct all of the business properties, personnel, books and records of the Company and its Subsidiaries. Following Subsidiaries (including Tax Returns filed and those in preparation, workpapers and other items relating to Taxes), and shall furnish as promptly as reasonably practical or cause to be furnished promptly such reasonably available information concerning the Execution Datebusiness, the Company shall promptly notify the Parent properties and personnel of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counselas Newco may reasonably request; provided, financial advisorshowever, auditors and other authorized representatives and Affiliates that no such access to information shall (A) unreasonably interfere with the Company’s or any of its Subsidiaries’ operation of its business; provided, further, that the Company shall not be responsible required to provide access to or liable furnish any information if to do so would contravene any agreement to which the Company is party or any Law, or, in the event of any litigation or threatened litigation between the parties over the terms of this Agreement, where such access to information may be adverse to the Parent interests of the Company or any of its Subsidiaries; provided, further that, the Company uses commercially reasonable efforts to obtain permission to furnish such information and to provide such information in a manner that would not be reasonably expected to adversely affect the Company’s interests in litigation; provided that the Company shall not be required to make any material payment in exchange for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives such permission. All such information shall be kept confidential in connection accordance with the access provided terms of the Confidentiality Agreements or any similar agreement entered into between the Company and any Person to whom the Company provides information pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS6.4.

Access to Information. From (a) Subject to applicable Law, between the Execution Date until the Closing Date, the Company will (i) give the Parent, the R&W Insurance Provider, date of this Agreement and the Parent’s Effective Time, HiSoft and VanceInfo shall each (and shall cause each of their respective Subsidiaries to) afford to the R&W Insurance Provider’s respective representatives (including counsel, financial advisors, auditors advisors and auditors) of the other authorized representatives Party reasonable access during normal business hours to the offices, propertiesall of its employees, officers, employeesagents, consultantsproperties and books and records, accountants, advisors, other representatives, books, records and agreements will permit such representatives to make such inspections of the Companysuch properties and books and records, in each case, upon advance written notice as such other party may from time to time reasonably request, and during normal business hours and (ii) will furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives with such financial and operating data and other information relating with respect to the Companyits business, in each of (i) properties and (ii), personnel as such other Party may from time to the extent time reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any request; provided that no investigation pursuant to this Section 8.4 5.4(a) shall affect or be deemed to modify any of the representations or warranties made by HiSoft or VanceInfo, as applicable. For the avoidance of doubt, neither HiSoft nor VanceInfo shall be conducted required to provide access to or to disclose information where such access or disclosure would (i) waive the attorney-client privilege of such Party or any of its Subsidiaries (provided that such 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), (ii) contravene any applicable Law or requirements of Governmental Entities (provided that such manner Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or requirement) or (iii) breach the terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure). If any information is withheld by HiSoft or VanceInfo pursuant to the proviso to the preceding sentence, the Party withholding the information shall inform the other Party as not to materially interfere the general nature of what, and pursuant to which clause of the proviso in the preceding sentence such information, is being withheld. (b) Between the date of this Agreement and the Effective Time, HiSoft and VanceInfo shall each furnish to the other, (i) concurrently with the conduct delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to management of the business of the Company HiSoft and its Subsidiaries. Following the Execution DateVanceInfo, the Company shall promptly notify the Parent of any newrespectively, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (Bii) shall be indemnified at the earliest time they are available, such financial statements as are prepared for the HiSoft SEC Reports and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damageVanceInfo SEC Reports, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSrespectively.

Access to Information. From the Execution Date date hereof until the Closing DateEffective Time and subject to Applicable Law and the Confidentiality Agreement, the Company will shall (i) give the to Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective its counsel, financial advisors, auditors and other authorized representatives reasonable access (during regular business hours upon reasonable notice) to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements of the CompanyCompany and its Subsidiaries, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) as such Persons may reasonably request and (ii)iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation of the extent reasonably requested by such PersonsCompany and its Subsidiaries. The Parent shall use commercially reasonable efforts to cause any Any investigation pursuant to this Section 8.4 to shall be conducted in such manner as not to materially interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parenthereunder. Notwithstanding the foregoing, the Parent Company shall not be entitled required to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be responsible disclosed or liable granted, as applicable, to external counsel for Parent to the Parent extent reasonably required for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection purpose of complying with the access provided applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 8.4 6.04, Parent and (B) Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any similar agreement entered into between the Company and any Person to whom the Company or any of is Representative provides information pursuant to this Section 6.04, and all information disclosed to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 6.04 shall be indemnified subject to the terms of the Confidentiality Agreement. The confidentiality obligations set forth in the Confidentiality Agreement shall continue in full force and held harmless by effect in accordance with its terms until the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSearlier of the Effective Time or the expiration of the Confidentiality Agreement according to its terms.

Access to Information. From (a) Between the Execution Date until date hereof and the Closing Dateconsummation of the Offer and/or Effective Time, as the case may be, the Company will (i) give the Parent, the R&W Insurance Provider, Purchaser and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives and Persons providing or committed to provide Purchaser with financing for the Transactions and their representatives, reasonable access to the all employees, plants, offices, properties, officers, employees, consultants, accountants, advisors, warehouses and other representatives, books, facilities and properties and to all books and records and agreements of the Company and its Subsidiaries, will permit Purchaser to make such inspections (including any physical inspections or soil or groundwater investigations) as they may reasonably request and will cause the Company, in each case, upon advance written notice 's officers and during normal business hours and (ii) those of its Subsidiaries to furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information relating with respect to the business and properties of the Company and any of its Subsidiaries as Purchaser may from time to time reasonably request. (b) Purchaser will hold and will cause its consultants and advisors to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its legal counsel, by other requirements of law, all documents and information concerning the Company and its Subsid- iaries furnished to Purchaser in connection with the Transactions (except to the extent that such information can be shown to have been (i) previously known by Purchaser from sources other than the Company, or its directors, officers, representatives or affiliates, (ii) in each the public domain through no fault of Purchaser or (iiii) later lawfully acquired by Purchaser on a non- confidential basis from other sources who are not known by Purchaser to be bound by a confidentiality agreement or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation) and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors (ii)including financing sources) in connection with this Agreement who need to know such information. If the Transactions are not consummated, to the extent reasonably such confidence shall be maintained and, if requested by such Persons. The Parent shall or on behalf of the Company, Purchaser will, and will use commercially all reasonable efforts to cause any investigation pursuant their auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to this Section 8.4 the Company or destroy all copies of written information furnished by the Company to Purchaser or its agents, representatives or advisors. It is understood that Purchaser shall be conducted in deemed to have satisfied their obligation to hold such manner information confidential if they exercise the same care as not they take to materially interfere with preserve confidentiality for their own similar information. (c) Prior to the conduct consummation of the business Offer, the Company and its accountants, counsel, agents and other representatives shall cooperate with Purchaser by providing information about the Company which is necessary for Purchaser and its accountants, agents, counsel and other representatives to prepare the Financing Documents and such other documents and other reasonable requests with respect to such documents. Notwithstanding anything in this Agreement to the contrary, Purchaser may disclose, or cause its representatives to disclose, and at the request of Purchaser, the Company shall disclose information concerning the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counselbusinesses, financial advisorsassets and properties, auditors and other authorized representatives the Transactions in the Financing Documents and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives prospective financing sources in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSTransactions.

Access to Information. From (a) Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Seller or any of its subsidiaries by third parties that may be in Seller’s or any of its subsidiaries’ possession from time to time, from and after the Execution Date date of this Agreement until the earlier of the Closing DateDate or the termination of this Agreement pursuant to Article IX, and subject to legal or regulatory requirements, Seller shall, and shall cause the Company will Acquired Company, to (i) give the Parent, the R&W Insurance Provider, provide to Buyer and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives reasonable access to the officesaccess, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records at reasonable times and agreements of the Company, in each case, upon advance written reasonable notice and during normal business hours hours, to the properties of the Acquired Company and permit reasonable inspection thereof and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to regarding the CompanyAcquired Company as may be reasonably requested by Buyer, in each case: (x) to comply with reporting, disclosure, filing, or other requirements imposed on Buyer or its Affiliates (including under applicable securities Laws) or for other bona fide business reasons; (y) to satisfy audit, accounting, claims, regulatory, litigation, subpoena, or other similar requirements; or (z) to comply with the obligations of Buyer under this Agreement or the Ancillary Agreements; provided that (iA) Buyer and its representatives shall conduct any such activities at their sole risk and expense, under the supervision of Seller’s or its Affiliates’ personnel and in a manner that does not unreasonably interfere with the normal business operations of the Acquired Company; (B) none of Seller or any of its Affiliates shall be required to take any action that would, based on the advice of counsel (which may be internal counsel), reasonably be expected to jeopardize the protection of, or constitute a waiver of, the attorney-client privilege, attorney work product privilege or other applicable legal privilege; and (ii), C) Seller shall not be required to furnish any information that Seller or the Acquired Company is prohibited under applicable Law from furnishing or to the extent reasonably requested by that furnishing such Persons. The Parent shall use commercially reasonable efforts information would constitute a violation of any Contract (including any confidentiality obligations or similar restrictions set forth therein); provided, further, that Buyer’s access to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct properties of the business Acquired Company may be limited to the extent (I) Seller, based on the advice of counsel (which may be internal counsel), reasonably determines such access would violate any Contracts related to or governing such properties or to which such properties are subject or bound or (II) Seller reasonably determines it would jeopardize the health and safety of any of the Company and employees or Representatives of the Acquired Company. All information furnished by or on behalf of Seller or its Subsidiaries. Following Affiliates (including the Execution Date, the Company Acquired Company) hereunder shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available be subject to the Parentterms of the Confidentiality Agreement. Notwithstanding the foregoing, Seller may, based on the Parent advice of counsel (which may be internal counsel), reasonably designate any competitively sensitive material provided to Buyer under this Section 6.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to Buyer’s outside counsel, and Buyer shall cause such outside counsel not be entitled to perform disclose such materials or information to any subsurfaceemployees, invasive officers, directors, or field or laboratory investigations or testing without other Representatives of Buyer, unless express written permission is obtained in advance from the prior written consent source of the Stockholders’ Representative (which consent shall not be unreasonably withheldmaterials. Notwithstanding anything herein to the contrary, conditionedno such access, disclosure, or delayed, but which consent may copying shall be conditioned upon the Parent’s execution permitted for a purpose relating to a dispute or potential dispute between Seller and Buyer or any of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors Affiliates. All requests for access and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided information pursuant to this Section 8.4 6.1 shall be made to such Representatives of Seller as Seller shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. (b) Notwithstanding anything in this Agreement to the contrary: (i) Buyer will not have access to human resources, personnel, and medical records if such access would, in Seller’s opinion, based on the advice of counsel (which may be internal counsel), subject Seller to risk of Liability or otherwise violate applicable Law, including the Health Insurance Portability and Accountability Act of 1996; (ii) Buyer will not have access to the records of any Benefit Plan that is not an Acquired Company Benefit Plan except to the extent necessary to satisfy Buyer’s obligations under Schedule 6.9; (iii) Buyer will not have access to any information to the extent relating to any Tax Return of Seller or any of its Affiliates (other than the Acquired Company); and (Biv) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any sampling or testing at, in, on, or underneath any of the properties of the Acquired Company without the express written consent of Seller. Buyer shall be indemnified abide by Seller’s safety rules, regulations, and held harmless by policies (including the Parent for execution and delivery of any losses suffered by documentation or paperwork (e.g., Liability releases)) with respect to Buyer’s access to any of the properties of the Acquired Company. Seller shall have the right to have a Representative present at all times during any such Persons inspections, interviews, and examinations. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant, or agreement given or made by Seller in connection with any such personal injuries this Agreement. (c) (i) BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES, AS APPLICABLE, WAIVE AND RELEASE ALL DAMAGES AND LOSSES AGAINST THE SELLER, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS AND OFFICERS, EACH IN THEIR CAPACITY AS SUCH (THE “SELLER INDEMNIFIED PARTIES”) FROM AND (ii) BUYER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ALL DAMAGES AND LOSSES RESULTING FROM OR RELATING TO THE ACTIVITIES OF BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES UNDER THIS SECTION 6.2, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNIFIED PARTIES. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement pursuant to Article IX. Each Seller Indemnified Party is intended to be an express third-party beneficiary of this Section 6.2(c) and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSmay specifically enforce its terms.

Access to Information. From the Execution Date until the Closing DateUpon reasonable notice, each of Parent and the Company will shall (iand shall cause its respective Subsidiaries to) give afford to the Parent, the R&W Insurance Provider, other party hereto and the Parent’s its representatives (including Financing Parties and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives their Representatives) reasonable access during normal business hours, during the period prior to the officesEffective Time, properties, to all its officers, employees, consultantsproperties, accountantsoffices, advisorsplants and other facilities and to all books and records, including financial statements, other representativesfinancial data and monthly financial statements within the time such statements are customarily prepared, booksand, records during such period, each of Parent and agreements of the CompanyCompany shall (and shall cause its respective Subsidiaries to) furnish promptly to the other party hereto and its representatives (including Financing Parties and their Representatives), consistent with its legal obligations, all other information concerning its business, properties and personnel as such Person may reasonably request; provided, however, that either party hereto may restrict the foregoing access to the extent that, in each casesuch Person’s reasonable judgment, upon advance written notice and during normal business hours and (i) providing such access would result in the waiver of any attorney-client privilege (provided that the withholding party shall use reasonable best efforts to allow for such access to the maximum extent that does not result in a waiver of attorney-client privilege), in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (provided that the withholding party shall use reasonable best efforts to obtain any required consent of any such third party to such access), or (ii) furnish any Law of any Governmental Entity applicable to such Person requires such Person or its Subsidiaries to preclude the Parentother party and its representatives from gaining access to any properties or information; provided, further, that the withholding party will inform the requesting party of the general nature of the document or information being withheld and reasonably cooperate with the requesting party to provide such document or information in a manner that would not result in violation of Law or the loss or waiver of such privilege. No investigation by a party or its counsel, financial advisors, auditors representatives shall affect or be deemed to modify or waive the representations and warranties of the other authorized representatives party set forth in this Agreement. Each party hereto will hold any such financial and operating data and other information relating to the Company, that is non-public in each of (i) and (ii), confidence to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted required by, and in such manner as not to materially interfere with accordance with, the conduct provisions of that certain agreement, dated December 21, 2017 (the business of “Confidentiality Agreement”), between the Company and its Subsidiaries. Following the Execution DateParent; provided, the Company shall promptly notify the Parent of any newhowever, changes to, or updates regarding Company Environmental Information that have not been previously competitive sensitively information may be provided only to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent a limited subset of the Stockholders’ Representative (which consent shall not be unreasonably withheldother party’s personnel or representatives, conditionedas the case may be, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERScustomary “clean room” procedures.

Access to Information. (a) From the Execution Date until date hereof to the Closing DateEffective Time, the Company shall (and shall cause each of its Subsidiaries to) provide to Parent and Subco (and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) full access to all information and documents which Parent and Subco may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company or any of its Subsidiaries. Parent, Subco and their respective affiliates will treat and hold as such any confidential information received from the Company or any of its Subsidiaries in the course of the reviews contemplated by this Section 5.03, except to the extent that any such confidential information (i) give becomes generally known to and available for use by the public other than as a result of Parent’s, the R&W Insurance ProviderSubco’s or their respective affiliates’ violation of this Section 5.03, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish was obtained by Parent, Subco or their respective affiliates from a source other than the Company or its Representatives and not known to Parent, Subco or their respective affiliates to be subject to non-disclosure agreement with the Company or (iii) is required to be disclosed pursuant to applicable Law or legal process, in which event Parent and Subco shall promptly provide written notice to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating Company to allow the Company to seek (at the Company’s expense) a protective order with respect to such information. (b) Notwithstanding the foregoing, in each of with respect to any and all personal information (ithe “Personal Information”) regarding the employees, customers, directors, officers and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business shareholders of the Company and its Subsidiaries. Following various subsidiaries (collectively, the Execution Date“MDSI Companies”): (i) Parent and Subco will hold all Personal Information in the strictest confidence and will make reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, copying, modification and disposal of the Personal Information; (ii) Parent and Subco will use or disclose the Personal Information solely for purposes relating to the Transactions and for no other purpose; (iii) if the Transactions proceed, Parent and Subco will: (A) only use or disclose the Personal Information for the purposes for which it was collected, used or disclosed by the MDSI Companies and (B) notify the employees, customers, directors, officers and shareholder whose personal information was disclosed that the Transactions have taken place and that personal information about them has been disclosed to Parent and Subco; (iv) if the Transactions do not proceed, Parent and Subco will (as directed by the Company) securely destroy all Personal Information in Parent or Subco’s custody or control, or return all copies of all such information to the Company; and (v) Parent and Subco will cause all of their employees, directors, officers, professional advisors, agents and other representatives to comply with the above obligations. (c) From the date hereof to the Effective Time, the Company shall promptly notify the (and shall cause each of its Subsidiaries to) (i) provide to Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available and Subco and its Representatives full access during normal business hours upon prior notice to the Parent. Notwithstanding the foregoingofficers, the Parent shall not be entitled to perform any subsurfaceemployees, invasive or field or laboratory investigations or testing without the prior written consent agents, properties, offices and other facilities of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counselto the books and records thereof and (ii) furnish promptly such information concerning the business, financial advisorsproperties, auditors contracts, assets, liabilities, personnel and other authorized representatives aspects of the Company and Affiliates shall its Subsidiaries as Parent and Subco or such Representatives may reasonably request. (Ad) not be responsible or liable No investigation by any Party, whether prior to the Parent for personal injuries execution of this Agreement or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) 5.03, shall be indemnified and held harmless by affect any representation or warranty in this Agreement of any other Party hereto or any condition to the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSobligations of the other Parties hereto.

Access to Information. From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Execution Date until Acquired Companies by Third Parties that may be in the Closing DateAcquired Companies’ possession from time to time, during the Interim Period, the Company will (i) give the shall, and shall cause its Subsidiaries to, afford to Parent, Merger Sub and their respective Representatives reasonable access, during normal business hours, in such manner as to not interfere with the R&W Insurance Providernormal operations of the Acquired Companies, and the Parent’s and the R&W Insurance Provider’s to their respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, Contracts, commitments, Tax Returns, records and agreements appropriate officers, employees and other personnel of the CompanyAcquired Companies, in each case, upon advance written notice and during normal business hours and (ii) shall furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such Representatives with existing financial and operating data and other information relating concerning the affairs of the Acquired Companies as such Representatives may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, further, that nothing herein shall require the Acquired Companies to disclose any information to Parent or its Representatives if such disclosure would, in the reasonable judgment of the Company, in each of (i) cause significant competitive harm to any Acquired Company if the Transactions are not consummated or result in the disclosure of trade secrets or commercially-sensitive information, (ii) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party or (iii) jeopardize any attorney-client or other legal privilege (provided that in each such case, the Company shall inform (x) Parent as to the general nature of what is being withheld as a result thereof and (iiy) use its reasonable best efforts to provide such information, in each case of clause (x) and (y), in a manner that does not result in any such issue described in clauses (i) through (iii)); provided, further, that nothing herein shall authorize Parent or its Representatives to perform or conduct any testing involving sampling or analysis of soil, sediment, groundwater, surface water, air or wastewater emissions, building materials or other environmental media, or other similar invasive techniques, at any of the extent reasonably requested Acquired Companies’ properties. All information obtained by such Persons. The Parent shall use commercially reasonable efforts to cause any Parent, Merger Sub and their respective Representatives as a result of the investigation or access permitted pursuant to this Section 8.4 to 6.03 shall be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available subject to the ParentConfidentiality Agreement. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive No investigation or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) 6.03 shall affect or be indemnified and held harmless deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.03 for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERScompetitive or other purpose unrelated to the consummation of the Transactions.

Access to Information. From (a) Prior to the Execution Date until the Closing DateEffective Time, the Company will provide, and will cause its Subsidiaries and its and their respective Representatives to provide, Parent and Merger Sub and their respective authorized Representatives, during normal business hours and upon reasonable advance notice, (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives such reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records of the Company and agreements such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent, in each caseMerger Sub or such Representatives reasonably may request regarding the business, upon advance written notice assets, liabilities, employees and during normal business hours other aspects of the Company and its Subsidiaries, and (ii) furnish to all documents that Parent or its authorized Representatives reasonably may request regarding the Parentbusiness, its counselassets, financial advisorsliabilities, auditors employees and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business aspects of the Company and its Subsidiaries. Following Notwithstanding anything to the Execution Datecontrary in this Section 7.3, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled required to perform provide access to any subsurfaceinformation or documents (i) which it reasonably believes it may not provide Parent, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Merger Sub and their respective counselRepresentatives by reason of applicable Law (including any Regulatory Laws), financial advisors(ii) which the Company or any Subsidiary of the Company is required to keep confidential by reason of contract or agreement with third parties, auditors and or (iii) which it reasonably believes would constitute a waiver of the attorney-client or other authorized representatives and Affiliates shall privilege held by the Company. The parties will use their reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. (Ab) not be responsible or liable Prior to the Effective Time, neither Parent for personal injuries or property damage sustained by the Parent’s counselnor Merger Sub shall, financial advisorsand Parent and Merger Sub shall cause each of their respective Representatives not to, auditors and other representatives in connection with the access provided use any information acquired pursuant to this Section 8.4 and 7.3 for any purpose unrelated to this Agreement or the consummation of the transactions contemplated hereby. (Bc) No investigation by any of the parties or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (d) All information obtained pursuant to this Section 7.3 shall be indemnified and held harmless by kept confidential in accordance with the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSConfidentiality Agreement.

Access to Information. From (a) Except in the Execution Date until case of an adversarial Action by one Party against the Closing Dateother Party (which shall be governed by such discovery rules as may be applicable thereto), each of Cohesant and Spinco, on behalf of the Company will Cohesant Entities and the Spinco Entities, respectively, agrees to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the exchange of information, and only in such manner that does not cause unreasonable disruption of the business of such Person, any Information in the possession or under the control of such Person that the requesting party reasonably needs (i) give to comply with reporting, disclosure, filing or other requirements imposed on the Parentrequesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any other Transaction Agreement; provided, however, that (A) the requesting Person shall agree in writing to keep any Information that incorporates proprietary, confidential or privileged information of the providing Person confidential, except to the extent that such records or documents are required to be disclosed by Law or legal process, (B) each Party agrees to notify the providing Person of any Action whereby such requesting Person might be required to disclose proprietary, confidential or privileged information, so that the providing Person may seek a protective order in any such Action, (C) in the event that any Party determines that any such provision of information could be commercially detrimental, violate any Law or provision of any material Contract, or waive any attorney-client privilege, the R&W Insurance ProviderParties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and (D) if information other authorized representatives reasonable access than that pertaining to the officesBusiness or the GlasCraft Business is contained in such records, propertiesCohesant and Spinco shall either agree that such information may be omitted or redacted by the providing Person, officersor shall enter into appropriate secrecy commitments to protect such information and (E) this Article IV shall not apply to matters relating to Taxes which shall be exclusively governed by the Tax Matters Agreement. Cohesant and Spinco intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. (b) Following the Effective Time, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and party shall make its employees reasonably available during normal business hours and (ii) furnish on reasonable prior notice to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent provide an explanation of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERShereunder.

Access to Information. From the Execution Date date hereof until the Closing DateEffective Time and subject to Applicable Law and the Confidentiality Agreement, the Company will shall upon reasonable prior notice (ia) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements of the CompanyCompany and its Subsidiaries (including access to core samples, well logs and seismic data, in each case, upon advance written notice and which are in the possession of the Company or any of its Subsidiaries) during normal business hours and hours, (iib) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating as such Persons may reasonably request and (c) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access and the disclosure of information pursuant to this Section 6.05 to the extent that (i) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in each the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties or (iv) disclosure of any such information or document would reasonably be expected to result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iv) of this Section 6.05, the Company shall use its commercially reasonable efforts to (A) obtain the required consent of such Third Party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) in the case of clauses (i) and (iiiv), to enter into a joint defense agreement or implement such other techniques if the extent parties determine that doing so would reasonably requested by permit the disclosure of such Personsinformation without violating Applicable Law or jeopardizing such privilege. The Parent shall use commercially reasonable efforts to cause any Any investigation pursuant to this Section 8.4 to 6.05 shall be conducted in such manner as not to materially interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of No information or knowledge obtained in any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided investigation pursuant to this Section 8.4 and (B) 6.05 shall affect or be indemnified and held harmless by the Parent for deemed to modify any losses suffered representation or warranty made by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSparty hereunder.

Access to Information. From During the Execution Date until Interim Period, upon reasonable notice, and subject to restrictions contained in any confidentiality agreement to which the Closing DateCompany is subject, the Company will (i) give the Parent, the R&W Insurance Provider, shall provide to Purchaser and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives during normal business hours reasonable access to all the offices, properties, officersbooks and records, employees, consultants, accountants, advisors, other representatives, books, records financial information and agreements Contracts of the Company (in a manner so as to not interfere with the normal business operations of the Company) and, in each caseduring such period, upon advance written notice promptly furnish such information concerning the businesses, properties and during normal business hours and (ii) furnish personnel of the Company as Purchaser shall reasonably request. All of such information shall be treated as “Confidential Information” pursuant to the Parentterms of the Confidentiality Agreement, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the Interim Period, neither the Sellers nor any of their Affiliates (including the Company, in each ) shall be required to disclose to Purchaser or any of its representatives any (i) and information (ii), A) to the extent reasonably requested related to the sale or divestiture process conducted by such Persons. The Parent shall use commercially reasonable efforts to cause the Sellers or their Affiliates for the Company vis-à-vis any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with Person other than Purchaser and its Affiliates, or the conduct Sellers’ or their Affiliates’ (or their respective representatives’) evaluation of the business of the Company in connection therewith, including projections, financial and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available other information relating thereto (subject to the Parent. Notwithstanding the foregoingprovisions of Section 6.4), the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall if doing so would violate any contract or law to which any Seller or any of its Affiliates (including the Company) is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, (C) if any Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (D) if any Seller or the Company reasonably determines upon the advice of outside counsel that such information should not be indemnified and held harmless by so disclosed due to its competitively sensitive nature, or (ii) information relating to Taxes or Tax Returns other than information relating to the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSCompany.

Access to Information. From Subject to compliance with applicable Laws and the Execution Date terms of any existing Contracts, each Party (the “Providing Party”) will afford to the other Party and its Representatives (the “Accessing Party”) until the Closing Dateearlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable continuing access to the officesCompany Diligence Information or Purchaser Diligence Information, propertiesas applicable, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and reasonable access during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)upon reasonable notice, to the extent Providing Party’s and its Subsidiaries’ businesses, properties, books and records and such other data and information as the Accessing Party may reasonably requested by request, as well as to its management personnel, provided however that (a) such Persons. The Parent access shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially unduly interfere with the ordinary conduct of the businesses of the Providing Party and (b) other than in circumstances where access to or disclosure of any information or documents would not result in the loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the ordinary conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable will also make available to the Parent for personal injuries or property damage sustained Purchaser and its Representatives information reasonably requested by the Parent’s counselPurchaser for the purposes of preparing, financial advisorsconsidering and implementing integration and strategic plans for the combined businesses of the Purchaser and the Company and its Affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, auditors the Purchaser and other representatives the Company each acknowledge that all information provided to it under this Section 4.3, or otherwise pursuant to this Agreement or in connection with the access provided pursuant transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of a Party, whether under this Section 8.4 and (B) shall be indemnified and held harmless 4.3 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Parent for any losses suffered by any such Persons other Party in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSthis Agreement.

Access to Information. (a) From the Execution Date until date of this Agreement to the Closing DateClosing, except to the Company will (i) give the Parentextent prohibited by applicable Law, the R&W Insurance Providereach Party shall, and shall cause its Affiliates to, afford the Parent’s other Party and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives its Representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representativespremises, books, Contracts, commitments, personnel and records relating to the Peabody Business and agreements of the CompanyArch Business, as the case may be, in each case, upon advance written notice and case at mutually agreeable times during normal regular business hours and subject to applicable health and safety rules and regulations and the health and safety protocols established by each Party and provided to the other Party; provided, however, that (i) the requesting Party and its Representatives shall conduct any such activities in such a manner that will minimize disruptions to the business or operations of the providing Party and, if necessary with respect to any competitively sensitive information, with adequate safeguards in place to ensure compliance with applicable Antitrust Laws, (ii) furnish either Party may withhold any Contract or other information that is subject to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to terms of a confidentiality agreement with a Third Party (provided that the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent withholding Party shall use its commercially reasonable efforts to cause obtain the required consent of such Third Party to such access or disclosure) or subject to any investigation attorney-client privilege (provided that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege, including by entering into a customary joint defense agreement or common interest agreement with the requesting Party to the extent such an agreement would preserve the applicable privilege) and (iii) each Party shall have the right, upon reasonable notice and at its sole cost and expense, to (A) conduct a Phase I environmental site assessment at any Arch Mining Site or Peabody Mining Site, as the case may be, and (B) to the extent any “Recognized Environmental Condition” (as defined by ASTM Standard 1527-13) is identified in any such Phase I environmental site assessment, to conduct further environmental testing or sampling as the Parties, acting good faith, may mutually agree is reasonably necessary or advisable to further define or delineate any such “Recognized Environmental Condition” or to budget for its remediation. (b) All information exchanged pursuant to this Section 8.4 6.3 shall be subject to be conducted in such manner the Confidentiality Agreement dated January 2, 2018, between Peabody and Arch (as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Dateamended, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017“Confidentiality Agreement”). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From the Execution Date until the Closing Date, HoldCo and the Company will (i) give the Parent, the R&W Insurance Providerwill, and the Parent’s will cause each Company Subsidiary to, afford Parent and the R&W Insurance Provider’s respective counselits accountants, financial advisors, auditors counsel and other authorized representatives Representatives reasonable access during normal business hours to the offices, its properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements personnel during the period prior to the Company Merger Effective Time to obtain all information concerning its business, including the status of product development efforts, properties, results of operations and personnel (subject to such reasonable procedures as the Companyparties may agree), in each caseas Parent may reasonably request, and, during such period, upon advance written notice request by Parent, the Company will, and will cause each Company Subsidiary to furnish promptly to Parent a copy of any report, schedule, registration statement and other document filed by it during normal business hours and (ii) furnish such period pursuant to the Parentrequirements of federal or state securities laws and the Company will reasonably cooperate with Parent with respect to transition of employees following the Closing; provided, its counselhowever, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to that the Company, in each of (i) and (ii), Company may restrict the foregoing access to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts that any law, treaty, rule or regulation of any Governmental Entity applicable to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of requires such party to restrict or prohibit access to any new, changes to, such properties or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parentinformation. Notwithstanding the foregoing, (a) no information retrieved from the Company's financial reporting system will be made available to Persons who are directly involved in pricing or any other competitive activity at Parent or any Parent Subsidiary, (b) Parent shall not be entitled use any information obtained from the Company or any Company Subsidiary pursuant to perform the access contemplated by this Section 8.10 for any subsurface, invasive or field or laboratory investigations or testing without purposes other than assessing the prior written consent financial condition of the Stockholders’ Representative Company for purposes of this Agreement, and (which consent shall c) Parent will not share, provide or sell the information to any third party or use the information in any manner that could reasonably be unreasonably withheldconsidered a restraint on competition or result in a violation of any applicable law. In addition, conditioned, any information obtained from the Company or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical any Company Subsidiary pursuant to the Access Agreement executed access contemplated by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates this Section 8.10 shall (A) not be responsible or liable subject to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSConfidentiality Agreement.

Access to Information. From (a) Between the Execution Date until date hereof and the Closing DateClosing, each Party (the Company will (i“Delivering Party”) shall, and shall cause its Subsidiaries to, give the Parent, other Party (the R&W Insurance Provider, “Requesting Party”) and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized its representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parentproperties, books and records of the Delivering Party’s Contributed Business and furnish them with such information and documents in its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information possession relating to such Contributed Business as the Company, Requesting Party may from time to time reasonably request in each connection with the consummation of (i) the transactions contemplated hereby and (ii), to the extent reasonably requested by such Persons. The Parent performance of the Requesting Party’s obligations hereunder; provided that the Requesting Party shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially unreasonably interfere with the conduct of the business of the Company and Delivering Party or any of its Subsidiaries; provided, further, that the furnishing of such documents or information shall not violate confidentiality obligations to a client or other third party or jeopardize the attorney-client privilege of the Delivering Party or any of its Subsidiaries (in which case the Parties will use their reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practical in the circumstances); provided, further, that no Party shall be required to disclose information that is, in its reasonable judgment, competitively sensitive; and provided, further, that neither Party shall be required to disclose information in violation of applicable Law, including information as to Contributed Business Individuals in violation of the Health Insurance Portability and Accountability Act. Following All such requests for access to properties, books and records shall be made to such representatives of Citigroup or Morgan Stanley, as appropriate, as are designated in writing by such party from time to time (the Execution “Designated Representatives”), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. (b) All such information and other documents obtained or provided pursuant to this Section 4.2 shall be subject to the Confidentiality Agreement. (c) Each of Citigroup and Morgan Stanley agrees (i) to hold all of the books and records related to the Citigroup and Morgan Stanley Contributed Businesses, respectively, that are not transferred to the Company hereunder, and not to destroy or dispose of any thereof, for a period of seven years (unless a longer period is required by applicable Law) from the Closing Date and (ii) following the Closing Date, to provide the Company shall promptly notify the Parent of any newother Party, changes toits accountants and legal counsel, or updates regarding Company Environmental Information that have not been previously provided during normal business hours, upon reasonable request, reasonable access to or made available such books and records, to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent extent that such access may be conditioned upon requested as required to respond to any inquiry or investigation by any Governmental Authority. Each of Citigroup and Morgan Stanley shall have the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent same rights, and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counselshall have the same obligations, financial advisors, auditors and other authorized representatives and Affiliates shall (Aas are set forth above in this Section 4.2(c) not be responsible or liable with respect to any non-privileged records pertaining to the Parent for personal injuries Citigroup Contributed Business or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with Morgan Stanley Contributed Business that are transferred to the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSCompany.

Access to Information. From (a) Prior to the Execution Date until the Closing DateClosing, upon reasonable notice and subject to applicable Laws, the Seller and the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s and the R&W Insurance Provider’s respective counselshall cause any Company Subsidiary to, financial advisors, auditors and other authorized representatives reasonable access afford to the offices, properties, officers, employees, accountants, counsel, consultants, accountantsadvisors and other representatives (collectively, advisorsthe “Applicable Representatives”) of Buyer and its affiliates, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and reasonable access during normal business hours to all its and its Subsidiaries’ properties, Contracts, personnel, books and records, and the Seller and the Company shall, and shall cause any Company Subsidiary to, furnish as promptly as reasonably practicable to Buyer and its Applicable Representatives all information (iifinancial or otherwise) furnish to concerning its business, properties, Contracts, personnel, books and records as Buyer may reasonably request (including without limitation information for purposes of transition and integration planning and conducting due diligence) for purposes of consummating the ParentClosing. Without limiting the generality of the foregoing, its counselthe Seller and the Company shall, financial advisorsand shall cause any Company Subsidiary to, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant provide to this Section 8.4 Buyer the financial statements, reports and other items required to be conducted in such manner as not provided to materially interfere with the conduct of the business Company’s lenders under Section 5.1 and Schedule 5.1 of the Company and its Subsidiaries. Following Credit Agreement within the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parenttime periods specified thereby. Notwithstanding the foregoing, the Parent Seller and the Company shall not be entitled required by this Section 7.2 to perform any subsurfaceprovide Buyer or Buyer’s Applicable Representatives with access to or to disclose information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided, invasive or field or laboratory investigations or testing without however, that the prior written Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the Stockholders’ Representative disclosure of which would violate applicable Law (provided, however, that the Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which consent would cause the loss of any attorney client, attorney work product or other legal privilege (provided, however, that the Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to allow for such disclosure to the maximum extent that does not result in a loss of such attorney client, attorney work product or other legal privilege); provided, further, that such access and information shall be unreasonably withhelddisclosed or granted, conditionedas applicable, to counsel for Buyer to the extent reasonably required for the purpose of obtaining required approvals or consents, or delayedmaking filings or providing notices, but which consent may be conditioned upon the Parent’s subject to prior execution of an access a common interest or joint defense agreement substantially identical in customary form. (b) Buyer shall hold all information furnished by or on behalf of the Seller, the Company or the Company Subsidiaries pursuant to Section 7.2(a) in confidence to the Access Agreement executed by Parent extent required by, and in accordance with, the Companyprovisions of that certain Nondisclosure Agreement, dated July 24as of January 21, 2017). To the fullest extent permitted by Law2025, the Stockholdersamong Buyer, the Company and AMD (the “Confidentiality Agreement”). (c) No investigation by Buyer or its Applicable Representatives shall affect or be deemed to modify or waive the representations and warranties set forth herein. Nothing contained in this Agreement shall give any party, directly or indirectly, the right to control or direct the operations of the other party prior to the Closing. (d) Prior to the Closing, the Company shall reasonably promptly deliver to Buyer a copy of each Servicer’s Report, Repurchase Notice, and Notice of Assignment and Irrevocable Payment Instruction delivered or received under the PNC Factoring Agreement (capitalized terms used and not defined in this Section 7.2(d) have the meanings assigned thereto in the PNC Factoring Agreement). For the avoidance of doubt, the failure to deliver any Servicer’s Report, Repurchase Notice, and Notice of Assignment and Irrevocable Payment Instruction, whether in whole or in part, shall not be a failure to satisfy any condition to Closing pursuant to Section 8.2. (e) For a period of seven (7) years following the Closing, Buyer shall, and shall cause the Company and the Company Subsidiaries and their respective counselto, financial advisorsuse commercially reasonable efforts to retain all books, auditors records and other authorized representatives documents pertaining to the Business in existence on the Closing Date that are required to be retained under current retention policies and Affiliates to provide the Seller and its Applicable Representatives with reasonable access to the same (for the purpose of examining and copying at its expense, during normal business hours, upon reasonable request and upon reasonable notice; provided, however, that (a) any such access shall be subject to Buyer’s and the Company’s reasonable security measures and insurance requirements and conducted in a manner not to unreasonably interfere with the businesses or operations of Buyer, the Company and the Company Subsidiaries, (Ab) Buyer, the Company and the Company Subsidiaries shall not be responsible or liable required to disclose any information to the Parent for personal injuries Seller or property damage sustained its Applicable Representatives if doing so would reasonably be expected to violate any Law to which Buyer, the Company or such Company Subsidiary is subject but Buyer, the Company and the Company Subsidiaries shall take reasonable steps to provide such information if requested by the Parent’s counsel, financial advisors, auditors Seller and other representatives (c) nothing in connection with the access provided pursuant to this Section 8.4 and (B7.2(e) shall be indemnified require Buyer, the Company or any Company Subsidiary to furnish to the Seller or its Applicable Representatives or provide the Seller or its Applicable Representatives with access to information that is subject to attorney-client privilege but Buyer, the Company and held harmless the Company Subsidiaries shall take reasonable steps to provide such information if requested by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSSeller.

Access to Information. From the Execution Date until Prior to the Closing Dateor until this Agreement is earlier terminated, the Company will shall afford to the officers, employees, agents and authorized representatives of Parent and Merger Sub and their respective Affiliates (i) give the Parent, the R&W Insurance Provider, including its and the Parent’s and the R&W Insurance Provider’s respective counseltheir independent public accountants, financial advisorsadvisors and attorneys) (collectively, auditors and other authorized representatives “Representatives”) reasonable access during normal business hours, upon reasonable advance written notice, to the offices, propertiesproperties and business, officerstax, employeesBenefit Plans and accounting records (including computer files, consultants, accountants, advisors, retrieval programs and similar documentation) of the Business and other representatives, books, records and agreements documents relating to the Acquired Companies, and to discuss the affairs, finances and accounts or any of the Acquired Companies with the officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Acquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall not be required to disclose any information to Parent, Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any obligation of confidentiality to which the Company or its Affiliates are subject), provided, that, in each case, upon advance written notice and during normal business hours and (ii) furnish the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each restrictions of (i) and (ii)) would apply and provided, to further, that Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not conduct environmental sampling, testing or invasive investigations of any kind without the extent reasonably requested by written permission of the Company, which may be withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such Persons. The Parent investigation shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such a manner as not to materially interfere with the conduct operations of the business Acquired Companies 37 Agreement and Plan of Merger and in compliance with all Laws, and Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not communicate with any of the Company and its Subsidiaries. Following the Execution Dateemployees, the Company shall promptly notify the Parent of any newcustomers, changes todistributors, or updates regarding Company Environmental Information that have not been previously provided to or made available to suppliers of the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing Acquired Companies without the prior written consent of the Stockholders’ Representative (which consent General Counsel, Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and any such permitted communications shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon made in the Parent’s execution presence of an access agreement substantially identical to the Access Agreement executed by Parent and a designated representative of the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From the Execution Date until the Closing Date(a) Subject to Applicable Law, the Company will shall (iand shall cause its Subsidiaries, Company Employees and other Representatives to) give the Parent, the R&W Insurance Provider, and the afford Parent’s and the R&W Insurance Provider’s respective counselauthorized Representatives reasonable access, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish upon reasonable advance notice, throughout the period prior to the ParentEffective Time, its counselto Company Employees, financial advisorsRepresentatives, auditors properties (other than for the purpose of any on-site testing or procedures), books, Contracts and records (including true, correct and complete copies of Tax Returns and other authorized representatives such financial records relating to Taxes) and shall furnish Parent and Merger Sub all financial, operating and other data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the CompanyMerger Sub through their Representatives may reasonably request; provided, dated July 24however, 2017). To the fullest extent permitted by Law, the Stockholders, that the Company and its Subsidiaries and their respective shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company after consultation with its outside legal counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (Ai) not be responsible or liable prohibited from being disclosed pursuant to any confidentiality agreement with a third party entered into prior to the Parent for personal injuries date hereof, (ii) violate any Applicable Law, (iii) result in a loss or property damage sustained waiver of the attorney-client or other privilege held by the ParentCompany or any of the Company’s counselSubsidiaries or (iv) contain competitively sensitive information (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i), financial advisors(ii), auditors (iii) or (iv) above, and other representatives thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in connection a manner that (x) would not reasonably be expected to waive the applicable privilege or protection or violate such confidentiality agreement or Applicable Law and (y), in the case of competitively sensitive information, complies with the access appropriate “clean room” arrangements). Any information provided pursuant to this Section 8.4 and (B6.03(a) shall be indemnified subject to the Confidentiality Agreement. (b) No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.03, during due diligence, or otherwise (except to the extent expressly provided in this Agreement with respect to the contents of the Company Disclosure Schedules, which may not be amended or supplemented after the date hereof) shall (i) limit, modify or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (ii) otherwise prejudice in any way the rights and held harmless remedies of Parent and Merger Sub contained in this Agreement, (iii) be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Parent for Company in this Agreement or (iv) be deemed to amend or supplement the Company Disclosure Schedules or prevent or cure any losses suffered misrepresentation, breach of warranty or breach of covenant by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSthe Company.

Access to Information. (a) From the Execution Date date hereof until the Closing Date, upon reasonable prior notice, the Parent shall, and shall cause each of the Company will (i) give the Parent, the R&W Insurance Provider, and the ParentTransferred Subsidiaries and use commercially reasonable efforts to cause each such Person’s respective Representatives to, (x) afford the Acquiror and the R&W Insurance Provider’s respective counselRepresentatives of the Acquiror reasonable access, financial advisorsduring normal business hours, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, data, files, information and records and agreements of the Company and the Transferred Subsidiaries and the Business, (y) furnish to the Representatives of the Acquiror such additional financial data and other information regarding the Company and the Transferred Subsidiaries and the Business as the Acquiror may from time to time reasonably request in connection with the consummation of the transactions contemplated hereby and (z) make reasonably available to the Representatives of the Acquiror the employees of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries, the Business and the businesses conducted by them whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access and requests shall be determined by taking into account, among other considerations, the competitive positions of the parties and the sensitive nature of the transactions contemplated by this Agreement; provided, further, that nothing herein shall require either the Parent, the Company or any of the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would (1) cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or (2) would involve any environmental sampling or invasive testing; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary contained herein, neither the Parent nor any of its Affiliates shall be required to disclose to the Acquiror or any Representative of the Acquiror any consolidated, combined, affiliated or unitary Tax Return which includes the Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries. If so reasonably requested by the Acquiror or the Parent, the Acquiror and the Parent shall, and shall cause their respective Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror, the Parent, the Company and the Transferred Subsidiaries, as applicable, with respect to any information to be provided to the Acquiror pursuant to this Section 5.03(a). The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Affiliates in connection with this Section 5.03(a). The Acquiror shall indemnify and hold harmless the Parent and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions. (b) In addition to the provisions of Section 5.04, from and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to any Governmental Authority, (iii) the preparation of Tax Returns or other documents related to Tax matters, (iv) the conduct of any litigation, (v) any applicable Governmental Orders, (vi) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vii) compliance with applicable Law, upon advance written notice reasonable prior notice, the Acquiror shall, and shall cause the Company and the Transferred Subsidiaries and their respective Affiliates and Representatives to, (A) afford the Parent and its Affiliates and their respective Representatives reasonable access, during normal business hours hours, to the offices, properties, books, data, files, information and records of the Acquiror and its Affiliates in respect of the Company and the Transferred Subsidiaries and the Businesses (iiincluding, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the Parent, Parent and its counsel, Affiliates and their respective Representatives such additional financial advisors, auditors and other authorized representatives such financial and operating data and other information regarding the Company and the Transferred Subsidiaries and the Businesses as the Parent and its Affiliates or their respective Representatives may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to the Company, in each of (iTax matters) and (ii)C) other than for proceedings between the Acquiror and its Affiliates, to on the extent reasonably requested by such Persons. The one hand, and the Parent shall and its Affiliates, on the other hand, use commercially reasonable efforts to cause any investigation pursuant make available to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct Parent and its Affiliates and their respective Representatives the employees of the business Acquiror and its Affiliates in respect of the Company and its Subsidiaries. Following the Execution DateTransferred Subsidiaries and the businesses conducted by them whose assistance, the Company shall promptly notify expertise, testimony, notes and recollections or presence is necessary to assist the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to its Affiliates or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives Representatives in connection with the Parent’s, such Affiliates’ or such Representatives’ inquiries for any of the purposes referred to in this Section 5.03(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the Closing, the rights of access of the Representatives of the Parent pursuant to clauses (A) through (C) above shall be limited to books, data, files, information and records related to periods ended at or prior to the Closing; provided, further, that all information provided pursuant to this Section 8.4 and (B5.03(b) shall be indemnified and held harmless by subject to the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.obligation of confidentiality set forth in

Access to Information. (a) From the Execution Date date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the Company will parties), Parent shall, and shall cause each of the Sellers, the Companies and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) give afford the Parent, the R&W Insurance Provider, Acquiror and the Parent’s Representatives of the Acquiror timely and the R&W Insurance Provider’s respective counselreasonable access, financial advisorsduring normal business hours, auditors and other authorized representatives reasonable access to the offices, properties, officersbooks, employeesdata, consultantsfiles, accountants, advisors, other representatives, booksinformation, records and agreements employees of the CompanyParent, the Sellers and their respective Affiliates in each caserespect of the Companies, upon advance written notice the Transferred Subsidiaries and during normal business hours and the Business, (ii) furnish to the ParentRepresentatives of the Acquiror such additional financial data, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data investment activity reports and other information relating regarding the Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to the Companytime reasonably request, in each of (i) and (ii)iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to integrate the Companies, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested by in connection therewith; provided, however, that nothing herein shall require the Parent, any of the Sellers, any of the Companies or any of the Transferred Subsidiaries, or any of such Persons. The Parent Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Seller, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall use have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Sellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Sellers, the Companies or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause the Sellers, the Companies and the Transferred Subsidiaries to, promptly provide any investigation consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 20175.02(a). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access Any information provided pursuant to this Section 8.4 5.02(a) shall be subject to the Confidentiality Agreement. The Acquiror shall reimburse the Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of any of the Companies or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and shall cause each of the Sellers, the Companies and the Transferred Subsidiaries to, deliver to the Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of Business by or on behalf of the Companies or the Transferred Subsidiaries promptly following the preparation of such reports or financial statements. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to Governmental Authorities, (iii) the conduct of any litigation, (iv) any applicable Governmental Orders, (v) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vi) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed upon by the parties), the Acquiror shall, and shall cause the Companies and the Transferred Subsidiaries and any such Person’s respective Representatives to, (A) afford the Parent and the Representatives of the Parent timely and reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Acquiror and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Parent, and its Representatives such additional financial data and other information regarding the Companies, the Transferred Subsidiaries and the Business as the Parent or its Representatives may from time to time reasonably request and (C) other than for proceedings involving the Acquiror and its Affiliates, use reasonable efforts to make available to the Parent and its Representatives, the employees of the Acquiror and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business whose assistance, expertise, testimony, notes and recollections or presence are necessary to assist the Parent or its Affiliates or Representatives in connection with the Parent’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 5.02(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the Closing, the rights of access of the Representatives of the Parent pursuant to clauses (A) through (B) above shall be indemnified limited to books, data, files, information and held records related to periods ended at or prior to the Closing; provided, further, that all information provided pursuant to this Section 5.02(b) shall be subject to the obligation of confidentiality set forth in Section 5.04(b); provided, further, that nothing herein shall require either the Acquiror, any of the Companies or any of the Transferred Subsidiaries or any of their respective Affiliates or Representatives to disclose any information to the Parent or any of its Affiliates or Representatives or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Acquiror, the Company and/or the Transferred Subsidiary, and/or such Person’s Affiliates or Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Acquiror or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Acquiror or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Acquiror shall, and shall cause its Affiliates to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Acquiror, the Parent shall, and shall cause its Affiliates to, enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Acquiror and its Affiliates with respect to any information to be provided to the Parent or its Representatives pursuant to this Section 5.02(b). The Parent shall reimburse the Acquiror and its Affiliates promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Acquiror and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Parent or its Representatives in connection with this Section 5.02(b). The Parent shall indemnify and hold harmless the Acquiror and its Affiliates (including the Companies and the Transferred Subsidiaries) from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling by the Parent, and its Representatives of (1) any personally identifiable information relating to employees, Brokers, policyholders or customers of the Acquiror and its Affiliates (including the Companies and the Transferred Subsidiaries) and (2) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Parent, and its Representatives is afforded access pursuant to the terms of this Agreement solely to the extent any such Losses are the result of the actions or omissions of the Parent or its Representatives. (c) From and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to Governmental Authorities, (iii) the conduct of any litigation, (iv) the transfer of any Permits, (v) any applicable Governmental Orders, (vi) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vii) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Parent shall, and shall cause its Representatives to, (A) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Parent and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Acquiror and the Representatives of the Acquiror such additional financial data and other information regarding the Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (C) other than for proceedings involving the Parent and its Affiliates, use reasonable efforts to make available to the Acquiror and the Representatives of the Acquiror, the employees of the Parent and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business and their personnel whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Acquiror or its Affiliates or Representatives in connection with the Acquiror’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 5.02(c), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that nothing herein shall require the Parent or any of its Affiliates or Representatives to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent and/or its Affiliates or Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Parent or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Parent or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause its Affiliates to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Parent or any of its Affiliates with respect to any information to be provided to the Acquiror or its Affiliates pursuant to this Section 5.02(c). The Acquiror shall reimburse the Parent and its Affiliates promptly, in cash, for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent for or any losses suffered by of its Affiliates and any such Persons Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(c). (d) Notwithstanding any provision to the contrary, the provisions of Section 5.02(a), Section 5.02(b) and Section 5.02(c) above shall not apply to any matter relating to Taxes or Tax Returns as all such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSmatters are governed exclusively by the provisions set forth in Article VII.

Access to Information. (a) From and after the Execution Date date hereof until the earlier of the Closing DateDate or the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company will (i) give the Parent, the R&W Insurance Provider, shall provide to Buyer and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours reasonable access to all books and records of the Group Companies (iiin a manner so as to not interfere with the normal business operations of any Group Company) and the Group Companies shall furnish promptly to Buyer and its representatives such information concerning their business, properties, Contracts, assets, liabilities and employees as Buyer and its representatives may reasonably request; provided, that in no event shall the foregoing include any sampling or analysis of soil, air, groundwater, building materials or other environmental media nor may Buyer require that such sampling or analysis be conducted. All of such information shall be treated as confidential information pursuant to the Parentterms of the Confidentiality Agreement, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the Companycontrary set forth in this Agreement, in each during the period from the date hereof until the Closing, none of Seller and any of its Affiliates shall be required to disclose to Buyer or any of its representatives any information (iA) and (ii), to the extent reasonably requested related to the sale or divestiture process conducted by such Persons. The Parent shall use commercially reasonable efforts to cause Seller or its Affiliates for the Group Companies vis-à-vis any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct Person other than Buyer and its Affiliates, or Seller’s or its Affiliates’ (or their representatives’) evaluation of the business of the Company Group Companies in connection therewith, including projections, financial and other information relating thereto, (B) if doing so would violate any Contract or Law to which Seller or any of its Subsidiaries. Following Affiliates is a party or is subject or which it reasonably determined upon the Execution Date, advice of counsel could result in the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent loss of the Stockholders’ Representative ability to successfully assert attorney-client and work product privileges or (which consent shall not be unreasonably withheldC) if Seller or any of its Affiliates, conditionedon the one hand, and Buyer or delayedany of its Affiliates, but which consent may be conditioned upon on the Parent’s execution other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. (b) All of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access information provided pursuant to this Section 8.4 and (B) 6.3 shall be indemnified treated as confidential information pursuant to the terms and held harmless for all purposes of the Confidentiality Agreement. Effective upon the Closing, the Confidentiality Agreement shall automatically terminate without further action by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSParties.

Access to Information. From (a) Subject to applicable Law, between the Execution Date until the Closing Date, the Company will (i) give the Parent, the R&W Insurance Provider, date hereof and the Parent’s Effective Time, Company T will give Company Y and the R&W Insurance Provider’s respective Merger Sub and their authorized representatives (including counsel, financial advisors, auditors advisors and other authorized representatives auditors) reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours to all employees, officers, agents, contracts and (ii) properties and to all books and records of Company T and its Subsidiaries, will permit Company Y and Merger Sub to make such inspections as Company Y and Merger Sub may reasonably require and will cause Company T's officers and those of its Subsidiaries to furnish to the Parent, its counsel, financial advisors, auditors Company Y and other authorized representatives Merger Sub with such financial and operating data and other information relating with respect to the Companybusiness, in each properties and personnel of (i) Company T and (ii), its Subsidiaries as Company Y or Merger Sub may from time to the extent time reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any request; provided that no investigation pursuant to this Section 8.4 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by Company T. For the avoidance of doubt, none of Company T or any of its Subsidiaries shall be conducted required to provide access to or to disclose information where such access or disclosure would (i) waive the attorney-client privilege of Company T or any of its Subsidiaries (provided that Company T 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), (ii) contravene any applicable Law or requirements of Governmental Entities (provided that Company T shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such manner law or requirement) or (iii) breach the terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided that Company T shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure). If any information is withheld by Company T or any of its Subsidiaries pursuant to the proviso to the preceding sentence, Company T shall inform Company Y as not to materially interfere the general nature of what, and pursuant to which clause of the proviso in the preceding sentence such information, is being withheld. (b) Between the date hereof and the Effective Time, Company T shall furnish to Company Y, (i) concurrently with the conduct of delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company T management and (ii) at the business of earliest time they are available, such financial statements as are prepared for the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERST SEC Reports.

Access to Information. From Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the Execution Date until provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the Closing Dateprovisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) After the Effective Time, and subject to compliance with the Company will terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Veralto for specific and identified Information: (i) give that (x) relates to Veralto or the ParentVeralto Business, as the R&W Insurance Providercase may be, prior to the Effective Time or (y) is necessary for Veralto to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which ▇▇▇▇▇▇▇ and/or Veralto are parties, ▇▇▇▇▇▇▇ shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of ▇▇▇▇▇▇▇ or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to ▇▇▇▇▇▇▇ within a reasonable time after the need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further, that, in the event that ▇▇▇▇▇▇▇, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, ▇▇▇▇▇▇▇ shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇; (ii) that (x) is required by Veralto with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Veralto (including under applicable securities laws) by a Governmental Entity having jurisdiction over Veralto, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, ▇▇▇▇▇▇▇ shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of ▇▇▇▇▇▇▇ or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to ▇▇▇▇▇▇▇ within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that ▇▇▇▇▇▇▇, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, ▇▇▇▇▇▇▇ shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇; or (b) After the Effective Time, and subject to compliance with the Parent’s terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the R&W Insurance Provider’s respective counselexpense of, financial advisors, auditors ▇▇▇▇▇▇▇ for specific and other authorized representatives reasonable access identified Information: (i) that (x) relates to matters prior to the officesEffective Time or (y) is necessary for ▇▇▇▇▇▇▇ to comply with the terms of, propertiesor otherwise perform under, any Ancillary Agreement to which ▇▇▇▇▇▇▇ and/or Veralto are parties, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if ▇▇▇▇▇▇▇ has a reasonable need for such originals) in the possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of ▇▇▇▇▇▇▇; provided that, to the extent any originals are delivered to ▇▇▇▇▇▇▇ pursuant to this Agreement or the Ancillary Agreements, ▇▇▇▇▇▇▇ shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Veralto shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇. (ii) that (x) is required by ▇▇▇▇▇▇▇ with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on ▇▇▇▇▇▇▇ (including under applicable securities laws) by a Governmental Entity having jurisdiction over ▇▇▇▇▇▇▇, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if ▇▇▇▇▇▇▇ has a reasonable need for such originals) in the possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of ▇▇▇▇▇▇▇; provided that, to the extent any originals are delivered to ▇▇▇▇▇▇▇ pursuant to this Agreement or the Ancillary Agreements, ▇▇▇▇▇▇▇ shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased. (c) Each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall inform their respective officers, employees, agents, consultants, accountants, advisors, authorized accountants, counsel and other representatives, books, records and agreements designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions of this Agreement. (d) Without limiting the generality of the Companyforegoing, until the first Veralto fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each caseof ▇▇▇▇▇▇▇ and Veralto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), upon advance written notice each of ▇▇▇▇▇▇▇ and during normal business hours Veralto shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable: (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) furnish the other Party’s accountants to timely complete their review of the Parentquarterly financial statements and audit of the annual financial statements, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)including, to the extent reasonably applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws. (e) On the Distribution Date, Veralto shall deliver to ▇▇▇▇▇▇▇ an electronic copy of any and all databases in the possession of any member of the Veralto Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, business or operations of the Veralto Business or as otherwise may be requested by such Persons. ▇▇▇▇▇▇▇. (f) The Parent shall use commercially reasonable efforts to cause any investigation pursuant to Parties acknowledge that Information provided under this Section 8.4 to be conducted 6.2 may constitute material, nonpublic information, and trading in the securities of a Party (or the securities of its Affiliates, Subsidiaries or partners) while in possession of such manner as not to materially interfere with the conduct material, nonpublic information may constitute a violation of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSU.S. federal securities Laws.

Access to Information. From the Execution Date until the Closing Date(a) Upon reasonable advance written notice, the Company will (i) give the Parent, the R&W Insurance Providershall, and the ParentSeller shall cause the Company to, afford the Buyer’s and Representatives access, under the R&W Insurance Provider’s respective counselsupervision of Company personnel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish in a manner as to not unreasonably interfere with the operations of the Company, throughout the period prior to the ParentClosing, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company’s properties, books, Contracts and records and, during such period, the Company shall, and the Seller shall cause the Company to, furnish as promptly as practicable to Buyer such other information concerning the Company’s business, properties, results of operations and personnel as may reasonably be requested in each of (i) and (ii)writing by Buyer, to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any provided that no investigation pursuant to this Section 8.4 6.4(a) shall affect or be deemed to modify any representation or warranty made by the Company or the Seller. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be conducted required to disclose any information to the Buyer or its Representatives if the Seller determines, in its sole discretion, that (i) such manner as disclosure would jeopardize any attorney-client or other legal privilege, (ii) such disclosure would contravene any applicable Laws, (iii) such information is pertinent to any litigation in which the Seller, the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) such information should not be disclosed due to materially interfere with its competitively sensitive nature, or (v) such information relates to any member of any Tax Group other than the conduct Company (which, for the avoidance of doubt shall not include information relating to the income, operations, or assets of the business Company on a stand-alone basis); provided, that if information is withheld pursuant to clause (i), (ii), or (iv), the Seller shall provide a list to the Buyer of the information withheld. (b) Following the Closing, the Company and its Representatives shall within two weeks of the close of (i) any quarterly period of ▇▇▇▇▇▇▇▇ Incorporated ending at any time in the two weeks immediately prior to the Closing Date and (ii) the quarter-end occurring at the Closing Date or immediately following the Closing Date (if the quarter does not end on the Closing Date) (A) prepare financial statements and related financial schedules of the Company for such quarterly period or portion thereof with respect to the period in which the Company was owned by the Seller consistent with past reporting requirements and practices of the Company and (B) perform all reconciliations and analyses of the Company’s accounts for such period and provide all supporting data and other information to Ducommun Incorporated and its Subsidiariesthird party accountants in respect of such period consistent with past reporting requirements and practices of the Company (including, without limitation, a customary representation letter in such form as is reasonably required by the third party accountants and/or Ducommun Incorporated), signed by the individual(s) responsible for the Company’s financial reporting). Following The Company shall also, and the Execution DateBuyer shall cause the Company to, afford the Seller and its Representatives (i) access, under the supervision of Company personnel, during normal business hours and in a manner as to not unreasonably interfere with the operations of the Company, with access to the books, properties, records, Contracts and all financial and other information pertaining to the Company pertaining to the period of the Seller’s ownership of the Company, which information is relevant and reasonably necessary, in the reasonable opinion of the Seller, to enable the Seller and its Affiliates to (A) review the financial statements prepared by the Company and its Representatives, (B) enable ▇▇▇▇▇▇▇▇ Incorporated’s third party accountant to audit and/or review the financial statements and data supplied by the Company, (C) comply with the requirements of the rules and regulations of the Securities and Exchange Commission and The New York Stock Exchange, and (D) prepare any registration statement, schedule, proxy statement, report or disclosure statement filed by Ducommun Incorporated with the Securities and Exchange Commission. In furtherance of the foregoing, the Company shall, for a period of six years after the Closing, (i) retain the books and records relating to the Company relating to periods prior to the Closing and (ii) afford the Seller and its Representatives reasonable access (including the right to make, at the Seller’s expense, photocopies), under the supervision of Company personnel, during normal business hours and in a manner as to not unreasonably interfere with the operations of the Company, to such books and records; provided, however, that the Company shall promptly notify the Parent Seller in writing at least thirty (30) days in advance of destroying any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available such books and records prior to the Parentsixth (6th) anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 6.4(b). Notwithstanding the foregoing, the Parent materials prepared by the Company pursuant to this Section 6.4(b) shall not be entitled to perform any subsurfacebinding on the Company or the Buyer for purposes of preparation of the Post-Closing Balance Sheet and other materials contemplated by Section 1.3. Any out-of-pocket expenses incurred by the Company or the Buyer in connection with complying with this Section 6.4(b) shall be paid by the Seller; provided, invasive that the Company or field or laboratory investigations or testing without the Buyer shall obtain the prior written consent of the Stockholders’ Representative Seller to such out-of-pocket expenses prior to the Company or the Buyer incurring them (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From (a) At all times from the Execution Date date hereof until the Closing Date, Contributor will, and will cause the Company Midstream Entities to, and the Acquirer Parties will (as applicable, the “Disclosing Party”), during normal business hours and upon reasonable request (i) give provide the ParentAcquirer Parties and their Representatives or Contributor and its Representatives (as applicable, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives “Accessing Party”) reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements of the Company, in each case, upon advance written notice and during normal business hours Midstream Entities and (ii) furnish or make available to the Parent, its counsel, financial advisors, auditors and other authorized representatives Accessing Party such financial and operating data and other information relating to the CompanyDisclosing Party, in each of (i) and (ii), subject to the extent Accessing Party’s compliance with applicable Law and contractual restrictions governing the disclosure and use of such information. Prior to the Closing, Contributor will provide, and will cause the Midstream Entities to provide reasonable cooperation in connection with Acquirer’s arrangement of financing in connection with the transactions contemplated by this Agreement as may be reasonably requested by Acquirer and that is customary in connection with Acquirer’s efforts to obtain such financing, including using commercially reasonable efforts to provide information to an accounting firm that is customary and reasonably requested by such Personsaccounting firm for use in its preparation and delivery of a customary comfort letter with respect to financial information of the Midstream Entities. The Parent Contributor shall use commercially reasonable efforts to (y) promptly provide the Acquirer Parties with such information about the Midstream Entities and (z) provide, and shall cause its respective Affiliates, officers and employees to provide, reasonable cooperation in connection with any financing arrangements sought by the Acquirer Parties, including by permitting reasonable access to the auditors, auditor work papers, employees books and records and any financial data reasonably requested by an Acquirer Party in connection therewith. (b) Notwithstanding the foregoing provisions of this Section 5.5, the Disclosing Party shall not be required to grant access or furnish information to the Accessing Party or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege that would be violated or lost by such access or furnishing, or that such access or the furnishing of such information is prohibited by law or an existing contract or agreement. To the extent practicable, the Disclosing Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any investigation pursuant to this Section 8.4 to 5.5 shall be conducted in such manner as not to materially interfere with the conduct of the business of the Company and Disclosing Party, its Subsidiaries. Following Affiliates or, in the Execution Datecase of Contributor as Disclosing Party, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the ParentMidstream Entities. Notwithstanding the foregoing, the Parent Accessing Party shall not (i) be entitled to perform any subsurfaceintrusive or subsurface investigation or other sampling of, invasive on or field under any of the properties of the Disclosing Party or, in the case of Contributor as Disclosing Party, any Midstream Entity nor (ii) without prior written consent of the Disclosing Party, communicate with the Disclosing Party’s contractual counterparties outside the ordinary course of the Disclosing Party’s business, and in no event, with respect to the Disclosing Party or laboratory investigations the transactions contemplated by this Agreement. The Accessing Party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.5 in violation of Section 5.7. (c) Contributor has engaged KPMG LLP, Contributor’s auditor (“KPMG”), to provide Acquirer with audited historical financial statements for the Midstream Business for the fiscal years ended December 31, 2011 and 2012 and for the nine month period ended September 30, 2013 and unaudited historical financial statements for the Midstream Business for the nine month period ended September 30, 2012 (collectively, the “Carve-out Financial Statements”). Contributor shall also engage KPMG to provide Acquirer with audited historical financial statements for the Midstream Business for the fiscal year ended December 31, 2013 to be delivered reasonably promptly after KPMG delivers its audit opinion, whether before or testing after the Closing (the “2013 Financial Statements”). Contributor shall also provide such direction and assistance as is required to support its auditor’s reasonable needs under the above referenced engagements and following the date hereof including (i) executing and delivering customary management representation letters as reasonably agreed upon by Contributor and Contributor’s auditor, (ii) providing prepared relevant financial statements to be the subject of the audit, (iii) providing all reasonably required supporting accounting records, (iv) providing reasonable access to relevant systems, files and persons, and (v) reasonably cooperating with Acquirer in connection with the preparation by Acquirer of any pro forma financial statements of Acquirer or any of its Affiliates required to be included or incorporated by reference in any registration statement, report or other filing of Acquirer or its Affiliates to satisfy any relevant disclosure obligations under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder. The costs and expenses of Contributor’s auditor related to the foregoing (the “Auditor Expenses”) shall be paid 50% by Acquirer and 50% by Contributor; provided that Acquirer’s 50% of the Auditor Expenses with respect to the Carve-Out Financial Statements and the 2013 Financial Statements shall not exceed $450,000 without the prior written consent of the Stockholders’ Representative (which Acquirer, such consent shall not to be unreasonably withheld. Acquirer agrees to reimburse Contributor for Acquirer’s portion of the Auditor’s Expenses at least 10 Business Days prior to the payment due date as set forth in the invoice delivered by KPMG. If Acquirer shall fail to pay its 50% of such invoice (an “Acquirer Portion”) when due, conditionedContributor shall have the right, but not the obligation to pay any Acquirer’s Portion. Notwithstanding anything to the contrary in this Agreement, Contributor’s obligations with respect to the preparation and delivery of the Carve-out Financial Statements shall be governed solely by this Section 5.5(c). The provisions of this Section 5.5(c) shall supersede the provisions of that certain letter agreement dated November 26, 2013 between Contributor and an Affiliate of Acquirer from and after the date hereof. (d) Contributor hereby consents to the inclusion or incorporation by reference of the Carve-out Financial Statements in any registration statement, offering memorandum, report or other filing of Acquirer or any of its Affiliates as to which Acquirer or any of its Affiliates reasonably determines that such financial statements are required to be included or incorporated by reference to satisfy any relevant disclosure obligations under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder. (e) In the event and for so long as any Party actively is contesting or defending against any Third Party Proceeding (other than any Proceedings in which Acquirer or any of its Affiliates and Contributor or any of its Affiliates are adverse parties) in connection with (i) the transactions contemplated by this Agreement and the Transaction Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical transaction on or prior to the Access Agreement executed by Parent and Closing Date involving the CompanyMidstream Entities, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company each other Party will cooperate with it and its Subsidiaries counsel in the contest or defense, make available their personnel, and their respective counsel, financial advisors, auditors provide such testimony and other authorized representatives access to its books and Affiliates records as shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors reasonably requested and other representatives necessary in connection with the access provided pursuant to contest or defense, all at the sole cost and expense of the contesting or defending Party; provided, however, that nothing in this Section 8.4 and (B5.5(e) shall be indemnified and held harmless by limit in any respect any rights a Party may have with respect to discovery or the Parent for any losses suffered by any such Persons production of documents or other information in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSlitigation.

Access to Information. From Each of the Execution Date until Company and Parent shall, and shall cause each of its Subsidiaries to, afford the Closing Dateother party’s Representatives reasonable access during normal business hours (at the requesting party’s cost) and upon reasonable advance notice and under the supervision of appropriate personnel of the other party to its and its Subsidiaries’ properties, books and records (including Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to the requesting party consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the other party’s business, properties and personnel as the requesting party may reasonably request; provided, however, that (a) such access shall not unreasonably interfere with the business or operations of the Company or Parent, (b) the Company and Parent shall not be obligated to provide such access or information if the party receiving the request determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or Personal Information (any such information, the “Restricted Information”), (c) the Company and Parent will be permitted to redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information, and (d) Parent shall only be required to provide information or documentation that is (x) reasonably necessary to consummate the transactions contemplated by this Agreement, (y) reasonably related to a good faith belief by the Board of Directors of the Company that Parent has breached this Agreement, or (z) necessary to comply with the Company’s obligations under Article V of this Agreement and applicable Law; provided, further, that the Company and Parent may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or Parent and to the extent required by applicable Law or Contract to which the Company or Parent is a party. In conducting any inspection of any properties of the Company or Parent, the requesting party and its Representatives shall not (i) give unreasonably interfere with the Parentbusiness conducted at such property or (ii) damage any property or any portion thereof. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company or Parent to permit the inspection of, or to disclose, any Acquisition Proposals or any information regarding or related to the deliberations of the Board of Directors of the Company or Parent with respect to the transactions contemplated by this Agreement, the R&W Insurance Provider, and entry into the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access Agreement or any materials provided to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements Board of Directors of the CompanyCompany or Parent in connection therewith, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), except to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted information is being disclosed in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSForm S-4 and/or Proxy Statement/Prospectus.

Access to Information. From the Execution Date until the Closing DateUpon reasonable notice, the Company will shall (iand shall cause each of its Subsidiaries to) give the Parentafford to officers, the R&W Insurance Provideremployees, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisorsinvestment bankers, auditors accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of Parent reasonable access access, in a manner not disruptive to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct operations of the business of the Company and its Subsidiaries. Following , during normal business hours and upon reasonable notice throughout the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available period prior to the Parent. Notwithstanding the foregoingEffective Time, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent properties, books and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, records of the Company and its Subsidiaries and their respective counselto the officers and employees of the Company and its Subsidiaries, financial advisorsand during such period, auditors and other authorized representatives and Affiliates shall (Aand shall cause each of its Subsidiaries to) not furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be responsible requested; provided, however, that nothing herein shall require the Company or liable any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided, that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) or (ii) jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall authorize Parent for personal injuries or property damage sustained its Representatives to undertake any environmental investigations or sampling at any of the properties owned, operated or leased by the Parent’s counselCompany or its Subsidiaries. Parent agrees that it will not, financial advisorsand will cause its Representatives not to, auditors and other representatives in connection with the access provided use any information obtained pursuant to this Section 8.4 6.2 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. The confidentiality agreement, dated February 22, 2007 (the “Confidentiality Agreement”), between UBS Securities LLC, as representative of the Company, and (B) Platinum Equity Advisors, LLC shall be indemnified and held harmless apply with respect to information furnished by the Parent for any losses suffered by any such Persons in connection with any such personal injuries Company, its Subsidiaries and property damagethe Company’s officers, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSemployees and other Representatives hereunder.

Access to Information. From the Execution Date until the Closing Date, the The Company will (i) give the Parent, the R&W Insurance Providershall, and shall cause each of its Subsidiaries to, afford the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives Representatives of Parent reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours to its and its Subsidiaries’ properties, books and records (ii) furnish to the Parent, its counsel, financial advisors, auditors including Tax records and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The necessary to confirm disclosures in the Proxy Statement) and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent shall use commercially reasonable efforts to cause any investigation consistent with its legal obligations and obligations pursuant to this Section 8.4 to be conducted in Contracts all other information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that (a) such manner as access shall not to materially unreasonably interfere with the conduct of the business or operations of the Company and its Subsidiaries. Following the Execution Date, (b) the Company shall promptly notify not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (any such information, the “Restricted Information”) (provided that in such instances the Company shall inform Parent of the general nature of the access or information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such access or information in a manner that would not result in any new, changes to, of the outcomes described in the foregoing clause (b)) and (c) the Company will be permitted to redact any information or updates regarding Company Environmental Information that have not been previously documentation provided to the extent that such information or made available documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or who are Representatives of Parent that are permitted to have access to such information in accordance with the terms of the Confidentiality Agreement, and to the Parentextent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. Notwithstanding the foregoing, the Parent shall not be entitled to perform In conducting any subsurface, invasive or field or laboratory investigations or testing without the prior written consent inspection of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution any properties of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Subsidiaries, Parent and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates its Representatives shall not (Ai) not be responsible unreasonably interfere with the business conducted at such property or liable (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent for personal injuries and its Representatives shall not have the right to conduct environmental testing or property damage sustained by sampling at any of the Parent’s counsel, financial advisors, auditors and other representatives in connection with facilities or properties of the access provided Company or any of its Subsidiaries. All information obtained pursuant to this Section 8.4 and 6.4 (Bor otherwise pursuant to this Agreement) shall continue to be indemnified and held harmless governed by the Parent for Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company to permit the inspection of, or to disclose, any losses suffered Acquisition Proposals (except as required by Section 6.3) or any such Persons information regarding or related to the deliberations of the Board of Directors of the Company with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERStherewith.

Access to Information. From the Execution Date date of this Agreement until the Closing Dateearlier of the Effective Time or the date this Agreement is terminated in accordance with Article 7, and subject to the requirements of any applicable Law, the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s shall cause each of its Subsidiaries and the R&W Insurance Provider’s each of their respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesdirectors, officers, employees, consultantscounsel, accountants, advisorsinvestment bankers, financial advisors and other representativesrepresentatives (collectively, booksthe “Company Representatives”) to, records give Parent and agreements Purchaser and their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Parent Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, in each case, upon advance written reasonable notice and during the Company’s normal business hours and (ii) furnish hours, to the offices and other facilities and to the books and records of the Company and each of its Subsidiaries and shall cause the Company Representatives to furnish or make available to Parent, its counsel, financial advisors, auditors Purchaser and other authorized representatives the Parent Representatives such financial and operating data and such other information relating with respect to the Company, in each of (i) business and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business operations of the Company and its SubsidiariesSubsidiaries as Parent, Purchaser or the Parent Representatives may from time to time reasonably request. Following the Execution DateThe foregoing notwithstanding, the Company shall promptly notify not be required to afford such access to the extent that it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would likely result in a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. Unless otherwise required by Law, each of Parent and Purchaser shall, and shall cause the Parent of any new, changes Representatives to, or updates regarding Company Environmental Information that have not been previously provided hold any such information in confidence in accordance with the terms of the Confidentiality Agreement. Except as otherwise agreed to or made available to by the Parent. Notwithstanding the foregoingCompany, and notwithstanding termination of this Agreement, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent terms and provisions of the Stockholders’ Representative Confidentiality Agreement, dated March 24, 2008 (which consent shall not be unreasonably withheldthe “Confidentiality Agreement”), conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by between Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable apply to the all information furnished to any Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered Representative by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSCompany Representative hereunder or thereunder.

Access to Information. (a) From the Execution Date date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Seller and the Parent shall, and shall cause each of the Company will and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) give afford the Parent, the R&W Insurance Provider, Acquiror and the Parent’s and Representatives of the R&W Insurance Provider’s respective counselAcquiror reasonable access, financial advisorsduring normal business hours, auditors and other authorized representatives reasonable access to the offices, properties, officersbooks, employeesdata, consultantsfiles, accountants, advisors, other representatives, booksinformation, records and agreements employees of the Seller, the Parent and their respective Affiliates in respect of the Company, in each casethe Transferred Subsidiaries and the Business, upon advance written notice and during normal business hours and (ii) furnish to the ParentRepresentatives of the Acquiror such additional financial data, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data investment activity reports and other information relating to regarding the Company, in each of (i) the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (ii)iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the actions contemplated in Section 7.01 of this Agreement and with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested by in connection therewith; provided, however, that nothing herein shall require either the Seller, the Parent, the Company or any of the Transferred Subsidiaries, or any such Persons. The Parent Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Seller, the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall use have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller, the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Seller, the Parent, the Company or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall cause the Company and the Transferred Subsidiaries, to promptly provide any investigation consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller or the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent, the Company and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 20176.03(a). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access Any information provided pursuant to this Section 8.4 6.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Seller and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the Seller, the Parent, and their respective Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) shall be indemnified any other information that is protected by applicable Law (including privacy Laws) or Contract and held harmless by to which the Parent for Acquiror or any losses suffered by of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Persons Losses are the result of the Acquiror’s actions or omissions. (b) In addition to the provisions of Section 6.04, from and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to Governmental Authorities, (iii) the conduct of any litigation, (iv) any applicable Governmental Orders, (v) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vi) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed upon by the parties), the Acquiror shall, and shall cause the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to, (A) afford the Parent, the Seller and the Representatives of each of the Seller and the Parent reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Acquiror and its Affiliates in respect of the Company, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Parent, the Seller and the Representatives of each of the Seller and the Parent such additional financial data and other information regarding the Company, the Transferred Subsidiaries and the Business as the Seller, the Parent or their respective Representatives may from time to time reasonably request and (C) other than for proceedings involving the Acquiror and its Affiliates, use reasonable efforts to make available to the Parent, the Seller and the Representatives of each of the Seller and the Parent, the employees of the Acquiror and its Affiliates in respect of the Company, the Transferred Subsidiaries and the Business whose assistance, expertise, testimony, notes and recollections or presence are necessary to assist the Seller or the Parent, or their respective Affiliates or Representatives in connection with the Seller’s, the Parent’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 6.03(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the Closing, the rights of access of the Representatives of each of the Seller and the Parent pursuant to clauses (A) through (B) above shall be limited to books, data, files, information and records related to periods ended at or prior to the Closing; provided, further, that all information provided pursuant to this Section 6.03(b) shall be subject to the obligation of confidentiality set forth in Section 6.05(b); provided, further, that nothing herein shall require either the Acquiror, the Company or any of the Transferred Subsidiaries or any of their respective Affiliates or Representatives to disclose any information to the Seller or the Parent or any of their respective Affiliates or Representatives or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Acquiror, the Company and/or the Transferred Subsidiary, and/or such Person’s Affiliates or Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Acquiror or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Acquiror or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Acquiror shall, and shall cause its Affiliates, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Acquiror, the Seller or the Parent, as the case may be, shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror and its Affiliates with respect to any information to be provided to the Seller or the Parent or their respective Representatives pursuant to this Section 6.03(b). The Seller shall reimburse the Acquiror and its Affiliates promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Acquiror and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Seller, the Parent or their respective Representatives in connection with this Section 6.03(b). The Seller and the Parent shall indemnify and hold harmless the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling by the Parent, the Seller and the Representatives of each of the Seller and the Parent of (1) any personally identifiable information relating to employees, Brokers, policyholders or customers of the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) and (2) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Parent, the Seller and the Representatives of each of the Seller and the Parent is afforded access pursuant to the terms of this Agreement solely to the extent any such Losses are the result of the actions or omissions of the Parent, the Seller or the Representatives of each of the Seller or the Parent. (c) From and after the Closing Date, in connection with (i) the actions contemplated by Section 7.01, (ii) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (iii) the preparation of filings and submissions to Governmental Authorities, (iv) the conduct of any litigation, (v) the transfer of any Permits, (vi) any applicable Governmental Orders, (vii) the enforcement of any right or remedy relating to any of the Transaction Agreements or (viii) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Parent and the Seller shall, and shall cause their respective Representatives to, (A) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Parent and the Seller and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Acquiror and the Representatives of the Acquiror such additional financial data and other information regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (C) other than for proceedings involving the Seller and its Affiliates, use reasonable efforts to make available to the Acquiror and the Representatives of the Acquiror, the employees of the Parent and the Seller and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business and their personnel whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Acquiror or its Affiliates or Representatives in connection with the Acquiror’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 6.03(c), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that nothing herein shall require either the Parent or the Seller or any of their respective Affiliates or Representatives to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent and/or the Seller, and/or their respective Affiliates or Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal injuries data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Seller, the Parent or any of their respective Affiliates; and property damageprovided, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSfurther, that the auditors and independent accountants of the Seller, the Parent or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall cause their respective Affiliates, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent or any of their respective Affiliates with respect to any information to be provided to the Acquiror or its Affiliates pursuant to this Section 6.03(c). The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates promptly, in cash, for any reasonable and necessary third party out-of-pocket expenses incurred by the Seller, the Parent or any of their respective Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(c). (d) Notwithstanding any provision to the contrary, the provisions of Section 6.03(a), Section 6.03(b) and Section 6.03(c) above shall not apply to any matter relating to Taxes or Tax Returns as all such matters are governed exclusively by the provisions set forth in Article VIII.

Access to Information. From the Execution Date until the Closing Date, the Company will (i) give the Parent, the R&W Insurance Provider, and the The Acquired Corporations shall afford to Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, counsel and other representatives, booksreasonable access (subject to applicable Legal Requirements regarding the sharing of information), records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish upon reasonable notice during the period prior to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each Effective Time (or termination of (i) and (iithis Agreement), to the extent reasonably requested by such Personsits properties, books, contracts, commitments, personnel and records for purposes of conducting due diligence in a manner customary for transactions of this type. The Parent shall use commercially reasonable efforts to cause any Any investigation conducted pursuant to the access contemplated by this Section 8.4 to 6.6 shall be conducted in such a manner as that does not to materially unreasonably interfere with the conduct of the business of the Company Acquired Corporations or create a risk of damage or destruction to any property or assets of the Acquired Corporations. During such period, each of the Acquired Corporations shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, other document filed or updates regarding Company Environmental Information that have not been previously provided to or made available received by it during such period pursuant to the Parentrequirements of federal or state securities laws and (b) all other information concerning its business, properties, assets and personnel as Parent may reasonably request. Parent will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing, to the extent that providing Parent shall not be entitled or Purchaser (i) access to perform any subsurface, invasive documents or field or laboratory investigations or testing without the prior written consent information of the Stockholders’ Representative Acquired Corporations would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (ii) access to a contract to which consent shall not be unreasonably withheld, conditionedany of the Acquired Corporations is a party or otherwise bound would violate or cause a default under, or delayedgive a third party the right terminate or accelerate the rights under, but which consent may be conditioned upon such contract, then the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Acquired Corporations will reasonably cooperate with Parent and the CompanyPurchaser to provide them relevant information with respect to such documents, dated July 24information, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) or contracts in a manner that does not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by cause any such Persons in connection with waiver, violation or default, or give rise to any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSright of termination or acceleration.

Access to Information. From the Execution Date until the Closing Date, the (a) The Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s Company's officers, directors, employees and agents shall afford the R&W Insurance Provider’s respective counselofficers, financial advisors, auditors employees and other authorized representatives agents of AMRE and Merger Sub complete access at all reasonable access times to the offices, properties, its officers, employees, consultantsagents, accountantsproperties, advisors, other representativesfacilities, books, records and agreements of contracts and shall furnish AMRE and Merger Sub all financial, operating and other data and information as AMRE and Merger Sub through their officers, employees or agents, may reasonably request. AMRE and Merger Sub will hold and will cause their respective representatives to hold in strict confidence all documents and information concerning the Company furnished to AMRE or Merger Sub in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by AMRE or Merger Sub (or their respective affiliates) prior to its disclosure to AMRE or Merger Sub by the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and will not release or disclose such information to any other person, except in connection with this Agreement to their respective auditors, attorneys, financial advisors and other consultants or advisors or responsible financial institutions and individuals after AMRE or Merger Sub, as the case may be, has caused such financial institutions and individuals to agree to be bound by the provisions of this Section 5.9 as if the reference to AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and shall be directed by AMRE or Merger Sub to treat such information confidentially); provided that AMRE, Merger Sub and their respective representatives may provide such documents and information in connection with its SEC filings or in response to judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to be furnished, and provided that AMRE or Merger Sub, as the case may be, notifies the Company of its obligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and AMRE or Merger Sub will destroy or return to the ParentCompany all copies of written information furnished by the Company to AMRE, Merger Sub or their respective affiliates, agents, representatives or advisers. (b) Each of AMRE and Merger Sub shall, and shall cause its counselsubsidiaries, financial advisorsofficers, auditors directors, employees and agents to, provide the officers, employees and agents of the Company and the ESOP Trustees with such information concerning AMRE and Merger Sub as may be necessary for the Company to ascertain the accuracy and completeness of the information supplied by AMRE and Merger Sub for inclusion in the Shareholder Information, or in any other document filed with any other governmental agency or authority and to verify the performance of and compliance with their representations, warranties, covenants and conditions herein contained. Subject to the requirements of law, the Company and the Shareholders shall hold in confidence all such information, and, upon the termination of this Agreement, the Company and the Shareholders will deliver to AMRE all documents, work papers and other authorized representatives such financial and operating data and other information relating to material (including copies) obtained by the CompanyCompany or the Shareholders, or on their behalf, from AMRE or Merger Sub, as a result of this Agreement or in each of connection herewith, whether so obtained before or after the execution hereof. (ic) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any No investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct 5.9 shall affect any representations or warranties of the business parties herein or the conditions to the obligations of the parties hereto. (d) Any schedule which is not attached hereto at the time that AMRE and Merger Sub execute this Agreement or which is subsequently updated shall not be binding upon AMRE or Merger Sub unless such schedule or update is accepted in writing by AMRE and Merger Sub. If such schedule or update is not so accepted, then any disclosure contained therein shall not be deemed to have been made for purposes hereunder, including but not limited to for purposes of modifying the representations and warranties made hereunder. (e) Any schedule which is not attached hereto at the time that the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, Shareholders execute this Agreement or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent which is subsequently updated shall not be entitled to perform binding upon the Company or the Shareholders unless such schedule or update is accepted in writing by the Company or the Shareholders, as the case may be. If such schedule or update is not so accepted, then any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent disclosure contained therein shall not be unreasonably withhelddeemed to have been made for purposes hereunder, conditioned, or delayed, including but which consent may be conditioned upon not limited to for purposes of modifying the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent representations and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSwarranties made hereunder.

Access to Information. From Subject to compliance with applicable Laws and the Execution Date terms of any existing Contracts, each Party (the "Providing Party") will afford to the other Party and its Representatives (the "Accessing Party") until the Closing Dateearlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable continuing access to the officesCompany Diligence Information or the Purchaser Diligence Information, propertiesas applicable, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and reasonable access during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)upon reasonable notice, to the extent Providing Party's and its subsidiaries' businesses, properties, books and records and such other data and information as the Accessing Party may reasonably requested by request, as well as to its management personnel, provided however that (a) such Persons. The Parent access shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially unduly interfere with the ordinary conduct of the businesses of the Providing Party and (b) other than in circumstances where access to or disclosure of any information or documents would not result in the loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the ordinary conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable subsidiaries will also make available to the Parent for personal injuries or property damage sustained Purchaser and its Representatives information reasonably requested by the Parent’s counselPurchaser for the purposes of preparing, financial advisorsconsidering and implementing integration and strategic plans for the combined businesses of the Purchaser and the Company and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, auditors the Purchaser and other representatives the Company each acknowledge that all information provided to it under this Section 4.3, or otherwise pursuant to this Agreement or in connection with the access provided pursuant transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of a Party, whether under this Section 8.4 and (B) shall be indemnified and held harmless 4.3 or otherwise, will not waive, diminish the scope of or otherwise affect any representation or warranty made by the Parent for any losses suffered by any such Persons other Party in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSthis Agreement.

Access to Information. From (a) During the Execution Date until the Pre-Closing Date, the Company will Period: (i) give the Company shall, upon reasonable advance written request from Parent, the R&W Insurance Provider, afford Parent and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives its Representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements during business hours of the Company, for any reasonable business purpose related to the consummation of the Transactions, to (A) all of the properties, books, Contracts and records of the Company and each Subsidiary and (B) all other information concerning the Business, results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company or any Subsidiary as Parent may reasonably request, in each casecase at a reasonable time, upon advance written notice under the supervision of appropriate personnel of the Company and during in such a manner as not to unreasonably interfere with the normal operation of the business hours and of the Company; (ii) furnish the Company shall maintain the virtual data room established in connection with this Agreement and promptly provide to Parent and its Representatives access thereto; and (iii) the Company shall, upon Parent’s reasonable request, provide to Parent and its counselRepresentatives true, financial advisors, auditors correct and complete copies of Tax Returns and other authorized representatives such financial records and operating data and other information workpapers relating to the CompanyTaxes, in each case of (i) the Company and (ii)each Subsidiary in the Company’s or such Subsidiary’s possession; provided, however, that in each case the Company shall not be required to provide such access or documents to the extent it determines that providing such access or documents would (x) violate the terms of any confidentiality agreement or other Contract with a third Person entered into prior to the Agreement Date (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third Person to such access or disclosure); (y) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or provision of documents in a manner that does not result in a loss of attorney-client privilege); or (z) violate any Applicable Law (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Applicable Law). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent or its Representatives pursuant to this Section 6.2 to the extent such access or information is reasonably requested by such Personspertinent to any Legal Proceeding in respect of which the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. The With respect to the information disclosed pursuant to this Section 6.2, Parent shall use commercially reasonable efforts comply with, and shall instruct Parent’s Representatives to cause comply with, all of its obligations under the confidentiality letter agreement, dated as of September 21, 2016, by and between the Company and Parent (as may be amended from time to time in accordance with its terms, the “Confidentiality Agreement”). (b) No information or knowledge obtained in any investigation pursuant to this Section 8.4 6.2 shall affect or be deemed to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Datemodify any representation, the Company shall promptly notify the Parent of any newwarranty, changes tocovenant, agreement or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERScondition contained herein.

Access to Information. From the Execution Date until the Closing DateThe Company shall, and shall cause each of the Company will (i) give the ParentSubsidiaries to, the R&W Insurance Provider, afford Parent and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives Representatives of Parent reasonable access (which may be limited to remote access if reasonably required to protect the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records health and agreements safety of any officer or employee of the Company, Company or any of the Company Subsidiaries in each case, upon advance written notice and response to a Contagion Event) during normal business hours to its and its Subsidiaries’ assets, properties, books, records, Contracts and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent and the Representatives of Parent all other information concerning the Company and the Company Subsidiaries’ business, assets, properties, Contracts and personnel as Parent may reasonably request in good faith in connection with the transactions contemplated by this Agreement, including the Sales Activities and the Financing or Replacement Financing or integration planning; provided that the Company may restrict the foregoing access to those Persons who have entered into a confidentiality agreement with the Company if they are not the subject of confidentiality obligations in favor of the Company or to the extent required by applicable Law. Notwithstanding the foregoing, neither the Company nor any of the Company Subsidiaries shall be required to provide such access or furnish such information to the extent doing so would (i) in light of any Contagion Event, jeopardize the health and safety of any officer or employee of the Company or any of the Company Subsidiaries, (ii) furnish constitute a violation of applicable Law, (iii) result in the disclosure of any trade secrets, (iv) cause a breach of any confidentiality obligations to any third party or (v) waive or jeopardize the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection; provided, however, that, at Parent’s request, its counsel, financial advisors, auditors the Company and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make available, the applicable information or documents to Parent in a manner that would not have the effect set forth in the applicable clause. In conducting any investigation pursuant to this Section 8.4 to be conducted in such manner as inspection of any properties of the Company and the Company Subsidiaries, Parent and its Representatives shall not to materially (A) interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, or any of the Company shall promptly notify the Parent of Subsidiaries conducted at such property or (B) damage any new, changes to, property or updates regarding Company Environmental Information that have not been previously provided to or made available any portion thereof. Prior to the Parent. Notwithstanding Effective Time, neither Parent nor Merger Sub, nor any of their respective Representatives, shall have the foregoing, right to conduct invasive environmental testing or sampling at any of the Parent shall not be entitled to perform facilities or properties of the Company or any subsurface, invasive or field or laboratory investigations or testing of its Subsidiaries without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the ParentCompany’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017)consent. To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided All information obtained pursuant to this Section 8.4 and (B) 6.4 shall continue to be indemnified and held harmless governed by the Parent for any losses suffered by any such Persons Confidentiality Agreement, which shall remain in connection full force and effect in accordance with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSits terms.

Access to Information. From the Execution Date date of this Agreement until the Closing Dateearlier of Effective Time and the date this Agreement is properly terminated in accordance with Article VIII, the Company will, and will cause each of its Subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors and representatives (i) give the Parentcollectively, the R&W Insurance Provider“Company Representatives”) to, give Merger Sub and the Parent’s Parent and the R&W Insurance Provider’s their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, booksconsultants and financing sources (collectively, records and agreements of the Company, in each case“Parent Representatives”) access, upon advance written reasonable notice and during normal business hours and (ii) furnish hours, to the offices and other facilities and to the books and records and personnel of the Company and each of its Subsidiaries and will cause its Subsidiaries and the Company Representatives to furnish Parent, its counsel, financial advisors, auditors Merger Sub and other authorized representatives the Parent Representatives with such financial and operating data and such other information relating with respect to the Company, in each of (i) business and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business operations of the Company and its Subsidiariessubsidiaries as Parent, Merger Sub or the Parent Representatives may from time to time reasonably request. Following the Execution Date, Neither the Company nor any of its Subsidiaries shall promptly notify the Parent of any new, changes be required to provide access to, or updates regarding Company Environmental Information that have not been previously provided to or made available disclose, information to the Parent. Notwithstanding the foregoingextent such access or disclosure would jeopardize or violate any attorney-client privilege or contravene any law, the Parent shall not be entitled to perform any subsurfacerule, invasive regulation, order, judgment, decree or field or laboratory investigations or testing without the binding agreement entered into prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access date of this Agreement executed by Parent and (it being agreed that the Company, dated July 24, 2017parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). To the fullest extent permitted by Law, the Stockholders, the The Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible makes no representation or liable warranty as to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access accuracy of any information provided pursuant to this Section 8.4 6.5, and (B) shall neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. The information provided pursuant to this Section 6.5 will be indemnified used solely for the purpose of effecting the Transactions and held harmless by each of Parent and Merger Sub will, and will cause the Parent for any losses suffered by Representatives to, treat any such Persons information in connection accordance with any such personal injuries the terms and property damageconditions of that certain Mutual Nondisclosure Agreement dated November 7, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS2011 between the Company and Parent (the “Confidentiality Agreement”) and those certain Letter Agreements, dated December 22, 2011, December 23, 2011, December 27, 2011 and December 30, 2011, between the Company and Parent (collectively, the “Diligence Agreements”).

Access to Information. From the Execution Date until the Closing DateUpon reasonable advance notice, the Company will (i) give the Parent, the R&W Insurance Providershall, and shall cause each of its Subsidiaries to, afford the Parent’s Representatives of Parent reasonable access during normal business hours to its and the R&W Insurance Provider’s respective its Subsidiaries’ properties, books, records, Contracts, legal counsel, financial advisors, auditors accountants, consultants and personnel, and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other authorized representatives reasonable information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, however that (a) the Company may (after consulting outside legal counsel) reasonably restrict the foregoing access to the officesextent that any applicable Law, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of Governmental Entity or attorney-client privilege concerns requires it or its Subsidiaries to restrict access to any properties or information; (b) the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to Company may reasonably restrict the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), foregoing access to the extent reasonably requested required by such Persons. The Parent shall use commercially Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable efforts to cause seek consent to provide such information and access or otherwise provides such information and access in redacted form. In conducting any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct inspection of the business any properties of the Company and its respective Subsidiaries, Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Acceptance Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided All information obtained pursuant to this Section 8.4 and (B) 6.3 shall continue to be indemnified and held harmless governed by the Parent for any losses suffered by any such Persons Confidentiality Agreement which shall remain in connection full force and effect in accordance with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSits terms.

Access to Information. From (1) Upon reasonable notice, the Execution Date until Company shall afford to the representatives of Liberty during normal business hours during the period prior to the Closing Date, the Company will (i) give the Parentaccess to all its properties, the R&W Insurance Providerbooks, contracts, commitments and records, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, its officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors counsel and other authorized representatives and, during such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Dateperiod, the Company shall make available to the other party all information concerning their business, properties and personnel as such other party may reasonably request. The Company shall not be required to provide access to or to disclose information where such access or disclosure would, in the opinion of such counsel, waive the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, or decree. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (2) All confidential information furnished by the Company to Liberty pursuant to this Agreement (the "Confidential Information") shall be treated as the sole property of the Company and, if this Agreement shall be terminated, Liberty shall upon request promptly return to the Company all of such written information. Each party hereto receiving Confidential Information shall keep confidential all such information, will use such information solely for the purpose of evaluating the transactions contemplated by this Agreement and shall not directly or indirectly use such information for any competitive or other commercial purpose. (3) The obligation to keep Confidential Information as such shall not apply to (i) any information which (A) was already in the receiving party=s possession on a non-confidential basis prior to the disclosure thereof by the furnishing party, (B) was then generally known to the public other than as a result of disclosure by the receiving party in violation of the provisions hereof, or (C) was disclosed to the receiving party by a third party not bound by any obligation of confidentiality or (ii) disclosures made as required by law. If the receiving party is requested or required (by oral question or request for information or documents in legal proceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any information concerning the receiving party, the receiving party will promptly notify the Parent furnishing party of such request or requirement so that the furnishing party may seek an appropriate protective order and/or waive the receiving party=s compliance with the provisions or this Agreement. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the receiving party is nonetheless, in the opinion of counsel, compelled to disclose information concerning the furnishing party to any newtribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, changes tothe receiving party may disclose such information to such tribunal or governmental body or agency to the extent necessary to comply with such order as advised by counsel without liability hereunder. (4) Each receiving party understands and agrees that the furnishing party will suffer immediate, irreparable harm in the event such receiving party fails to comply with any of its obligations of confidentiality under this Agreement, that monetary damages will be inadequate to compensate the furnishing party for such breach and that such furnishing party shall be entitled to specific performance as a remedy for any such breach without the necessity of posting a bond or updates regarding Company Environmental Information that have proving special damages. Such remedy shall not been previously provided be deemed to or made be the exclusive remedy in the event of breach of this Agreement by any receiving party, but shall be in addition to all other remedies available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive furnishing party at law or field or laboratory investigations or testing without the prior written consent in equity. (5) No investigation by either of the Stockholders’ Representative (which consent parties or their respective representatives shall not be unreasonably withheldaffect the representations, conditionedwarranties, covenants or delayed, but which consent may be conditioned upon agreements of the Parent’s execution of an access agreement substantially identical to the Access Agreement executed other set forth herein. No representations or warranties are made by Parent and the Company, dated July 24Liberty, 2017). To or any affiliate thereof except as expressly set forth in this Agreement and the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSSchedules hereto.

Access to Information. From the Execution Date until the Closing DateCompany shall afford to Parent and Subsidiary and their respective accountants, the Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access (the "Parent Representatives") and Parent and its subsidiaries shall afford to the offices, properties, officers, employees, consultants, its accountants, advisorscounsel, financial advisors and other representatives, books, records and agreements of representatives (the Company, in each case, upon advance written notice and "Company Representatives") full access during normal business hours and (ii) furnish throughout the period prior to the ParentEffective Time to all of their respective properties, its counselbooks, financial advisorscontracts, auditors commitments, and other authorized representatives records (including, but not limited to, Tax Returns) and during such financial and operating data and period shall furnish promptly to one another such other information relating to the concerning their respective businesses, properties, and personnel as Parent or Subsidiary or Company, in each of (i) and (ii)as the case may be, to the extent shall reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any request; provided that no investigation pursuant to this Section 8.4 7.1 shall affect any representations or warranties made herein or the conditions to be conducted in such manner as not to materially interfere with the conduct obligations of the business of respective parties to consummate the Company Merger. Parent and its Subsidiaries. Following subsidiaries shall hold and shall use their best efforts to cause the Execution DateParent Representatives to hold, the and Company shall promptly notify the Parent of any new, changes to, or updates regarding hold and shall use its best efforts to cause Company Environmental Information that have not been previously provided Representatives to or made available hold in strict confidence all non-public documents and information furnished to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Subsidiary or to Company, dated July 24as the case may be, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access transactions contemplated by this Agreement, except that Parent, Subsidiary, and Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, Company Required Statutory Approvals, and Company Shareholders' Approval, and Parent, Subsidiary, and Company may disclose any information that any of them is required by law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other all non-public written material provided pursuant to this Section 8.4 7.1 and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such written material. In such event, all documents, memoranda, notes, and other writing whatsoever prepared by Parent or Company based on the information in such material shall be destroyed (Band Parent and Company shall use their respective best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be indemnified certified, in writing, by an authorized officer supervising such destruction. Company shall promptly advise Parent, and held harmless by Parent shall promptly advise Company in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations, or prospects of Company or Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damageits subsidiaries, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERStaken as a whole.

Access to Information. From (a) Between the Execution Date until date hereof and the Closing DateEffective Time, the Company will (i) give the Parent, the R&W Insurance Provider, Purchaser and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives and Persons providing or committed to provide Purchaser with financing for the Merger and their representatives, reasonable access to the all employees, plants, offices, properties, officers, employees, consultants, accountants, advisors, warehouses and other representatives, books, facilities and properties and to all books and records and agreements of the Company and its Subsidiaries, will permit Purchaser to make such inspections (including any physical inspections or soil or groundwater investigations) as it may reasonably request and will cause the Company, in each case, upon advance written notice 's officers and during normal business hours and (ii) those of its Subsidiaries to furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information relating with respect to the Companybusiness and properties of the Company and any of its Subsidiaries as Purchaser may from time to time reasonably request. (b) Each of the Company and the Purchaser will hold and will cause its consultants, advisors, representatives, agents and employees, including, without limitation, its auditors, attorneys, financial advisors and other consultants and advisors (including financing sources), to hold in confidence, unless compelled to disclose by judicial or administrative process or, in each the written opinion of its legal counsel, by other requirements of law, all documents and information concerning the other party furnished to it in connection with this Agreement (except to the extent that such information can be shown to have been (i) and previously known by the disclosing party from sources other than the other party, its directors, officers, representatives or affiliates, (ii), ) in the public domain through no fault of the disclosing party or its affiliates or (iii) later lawfully acquired by the disclosing party on a non-confidential basis from other sources who are not known by the disclosing party to be bound by a confidentiality agreement or otherwise prohibited from transmitting the information to the extent reasonably disclosing party by a contractual, legal or fiduciary obligation) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors (including financing sources) in connection with this Agreement who need to know such information. If the Merger is not consummated, such confidence shall be maintained and, if requested by such Persons. The Parent shall or on behalf of the Company or the Purchaser, the other party hereto will, and will use commercially all reasonable efforts to cause any investigation pursuant its auditors, attorneys, financial advisors and other consultants, agents and representatives to this Section 8.4 return or destroy all copies of written information furnished by the Company or Purchaser, as applicable, for purposes of evaluating the Merger. It is understood that each of the parties hereto shall be deemed to have satisfied its obligation to hold such information confidential if it exercises the same care as it takes to preserve confidentiality for its own similar information. (c) Prior to the consummation of the Merger, the Company and its accountants, counsel, agents and other representatives shall cooperate with Purchaser by providing information about the Company which is reasonably necessary for Purchaser and its accountants, counsel, agents and other representatives to prepare the syndication or other materials to be conducted delivered to potential financing sources in such manner as not to materially interfere connection with the conduct Merger (the "Financing Documents") and such other documents and information with respect to such documents as may be reasonably requested. Notwithstanding anything in this Agreement to the contrary, Purchaser may disclose, or cause its representatives to disclose, and at the request of Purchaser, the business of Company shall disclose, information concerning the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counselbusinesses, financial advisorsassets and properties, auditors and other authorized representatives the Merger in the Financing Documents and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives prospective financing sources in connection with the access provided pursuant Merger. (d) Each party hereto agrees to this Section 8.4 give the other party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other party which it has discovered through the course of its investigation and (B) shall be indemnified and held harmless by which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damageother party or which has had or is reasonably likely to have a Company Material Adverse Effect or a Purchaser Material Adverse Effect, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSas applicable.

Access to Information. From (a) Between the Execution Date until date hereof and the Closing DateEffective Time, the Company will (i) give Purchaser and its authorized representatives and Persons providing or committed to provide Purchaser with financing for the Parent, the R&W Insurance Provider, Offer and the Parent’s Merger and the R&W Insurance Provider’s respective counseltheir representatives, financial advisors, auditors and other authorized representatives reasonable access to the all employees, plants, offices, properties, officers, employees, consultants, accountants, advisors, warehouses and other representatives, books, facilities and properties and to all books and records and agreements of the Company and its Subsidiaries, will permit Purchaser to make such inspections (including any physical inspections or soil or groundwater investigations) as it may reasonably request and will cause the Company, in each case, upon advance written notice 's officers and during normal business hours and (ii) those of its Subsidiaries to furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information relating with respect to the Companybusiness and properties of the Company and any of its Subsidiaries as Purchaser may from time to time reasonably request. (b) Each of the Company and the Purchaser will hold and will cause its consultants, advisors, representatives, agents and employees, including, without limitation, its auditors, attorneys, financial advisors and other consultants and advisors (including financing sources), to hold in confidence, unless compelled to disclose by judicial or administrative process or, in each the written opinion of its legal counsel, by other requirements of law, all documents and information concerning the other party furnished to it in connection with this Agreement (except to the extent that such information can be shown to have been (i) and previously known by the disclosing party from sources other than the other party, its directors, officers, representatives or affiliates, (ii), ) in the public domain through no fault of the disclosing party or its affiliates or (iii) later lawfully acquired by the disclosing party on a non-confidential basis from other sources who are not known by the disclosing party to be bound by a confidentiality agreement or otherwise prohibited from transmitting the information to the extent reasonably disclosing party by a contractual, legal or fiduciary obligation) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors (including financing sources) in connection with this Agreement who need to know such information. If the Merger is not consummated, such confidence shall be maintained and, if requested by such Persons. The Parent shall or on behalf of the Company or the Purchaser, the other party hereto will, and will use commercially all reasonable efforts to cause any investigation pursuant its auditors, attorneys, financial advisors and other consultants, agents and representatives to this Section 8.4 return or destroy all copies of written information furnished by the Company or Purchaser, as applicable, for purposes of evaluating the Merger. It is understood that each of the parties hereto shall be deemed to have satisfied its obligation to hold such information confidential if it exercises the same care as it takes to preserve confidentiality for its own similar information. (c) Prior to the consummation of the Merger, the Company and its accountants, counsel, agents and other representatives shall cooperate with Purchaser by providing information about the Company which is reasonably necessary for Purchaser and its accountants, counsel, agents and other representatives to prepare the syndication or other materials to be conducted delivered to potential financing sources in such manner as not to materially interfere connection with the conduct Merger and such other documents and information with respect to such documents as may be reasonably requested. Notwithstanding anything in this Agreement to the 41 48 contrary, Purchaser may disclose, or cause its representatives to disclose, and at the request of Purchaser, the business of Company shall disclose, information concerning the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counselbusinesses, financial advisorsassets and properties, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives prospective financing sources in connection with the access provided pursuant Merger. (d) Each party hereto agrees to this Section 8.4 give the other party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other party which it has discovered through the course of its investigation and (B) shall be indemnified and held harmless by which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damageother party or which has had or is reasonably likely to have a Company Material Adverse Effect or a Purchaser Material Adverse Effect, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSas applicable.

Access to Information. From the Execution Date until date of this Agreement to the Closing DateEffective Time, the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s shall cause each Company Subsidiary to: (a) provide to Parent and the R&W Insurance Provider’s Sub and their respective counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours in such a manner as not to interfere with the operation of any business conducted by the Company or any Company Subsidiary, upon prior written notice to the officesCompany, properties, to the officers, employees, consultantsproperties, accountants, advisors, offices and other representatives, books, records and agreements facilities of the CompanyCompany and the Company Subsidiaries and to the books and records thereof; and (b) furnish promptly such information concerning the business, properties, Contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or its representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in each case, upon advance written notice and during normal business hours and good faith after consultation with legal counsel that doing so would: (i) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); (ii) furnish violate any confidentiality obligations of the Company or any Company Subsidiary to any third person or otherwise breach, contravene or violate any then effective Contract to which the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Company or any Company Subsidiary is party (provided that the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent Company shall use commercially reasonable efforts to obtain the consent of such third party to share such information with Parent); (iii) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive; or (iv) breach, contravene or violate any applicable Law (including the HSR Act or any other Antitrust Law). Parent shall, and shall cause any investigation each of its Subsidiaries and its and their respective representatives, to hold all information provided or furnished pursuant to this Section 8.4 to be conducted 5.04 confidential in such manner as not to materially interfere accordance with the conduct terms of the Confidentiality Agreement. During any visit to the business or property sites of the Company and its Subsidiaries. Following the Execution Date, or any of the Company Subsidiaries, each of Parent and Sub shall, and shall promptly notify the Parent of any new, changes cause their respective representatives accessing such properties to, or updates regarding comply with all applicable Laws and all of the Company’s and the Company Environmental Information that have not been previously provided to or made available Subsidiaries’ safety and security procedures. Notwithstanding anything to the contrary contained in this Section 5.04, from the date of this Agreement to the Effective Time, none of Parent. Notwithstanding the foregoing, the Parent Sub or any of their respective affiliates shall not be entitled to perform any subsurfaceconduct, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheldCompany, conditioned, any invasive subsurface environmental site investigation at any real property owned or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed leased by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by no event may any such Persons invasive subsurface environmental site investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any of such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSreal property.

Access to Information. From the Execution Date until the Closing DateUpon reasonable prior notice, the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s shall cause its Subsidiaries to, afford to Parent and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives its Representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish hours, in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period prior to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)Effective Time, to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business properties, offices, personnel, other facilities and all books and records of the Company and its Subsidiaries. Following , and, during such period, the Execution DateCompany shall, and shall cause its Subsidiaries to, furnish promptly to Parent and its Representatives, all other data, information, agreements and documents concerning its business, properties and personnel as Parent or its Representatives may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would violate any of its contractual obligations to a third party with respect to confidentiality, or (ii) any Law applicable to the Company or its Subsidiaries requires the Company, its Subsidiaries to preclude Parent or its Representatives from gaining access to such properties or information; provided, further, that the Company shall use its commercially reasonable efforts to obtain the required consent of any third party necessary to provide such disclosure under clause (i) above; provided, further, that Parent and its Representatives shall not have access to individual medical histories or information that is subject to attorney client privilege (provided, that with respect to any such privileged information, the Company shall promptly notify the Parent provide a description of any newinformation, changes todocuments, data or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing other material withheld (without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent disclosing privileged information) and the Companyreason for which it was withheld), dated July 24nor shall they be permitted to conduct any environmental sampling. Parent will hold, 2017). To the fullest extent permitted by Lawand will cause its Representatives to hold, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible any information or liable to the Parent for personal injuries documents received or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.this

Access to Information. From the Execution Date date hereof until the earlier of the Closing DateDate or the date this Agreement terminates in accordance with Article XI, the Company will shall, and shall cause each of its Subsidiaries to (ia) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the ParentBuyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating representatives, at the sole expense of the Buyer, reasonable access to the Companyoffices, in each of (i) properties, books and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business records of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available ; (b) furnish to the Parent. Notwithstanding the foregoingBuyer, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives such information relating to the Company or any of its Subsidiaries as may be reasonably requested, including such information as is necessary for the Buyer to comply with GAAP in connection respect of the Purchased Interests (including information necessary to determine the value of any intangibles of the Company); and (c) instruct the employees, counsel, accountants and other advisors of the Company or any of its Subsidiaries to cooperate with the Buyer in its investigation of the Company and any of its Subsidiaries provided that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company shall be required to disclose any information to the Buyer or its counsel, advisors or representatives if doing so would in the written opinion of outside counsel to the Sellers delivered to the Buyer (i) violate any agreement or Law to which the Sellers the Company or its Subsidiaries is a party or to which Sellers, the Company or its Subsidiaries is subject or (ii) result in the waiver of any legal privilege or work product protection of the Sellers or any of their Affiliates. Any information provided pursuant to this Section 8.4 and (B) 7.3 shall be indemnified subject to the terms of the Confidentiality Agreement, dated September 19, 2011, between the Company and held harmless by Buyer (the Parent for “Confidentiality Agreement”). The Confidentiality Agreement shall terminate automatically, without any losses suffered action by any such Persons in connection with any such personal injuries and property damageparty, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSupon the Closing.

Access to Information. (a) From the Execution date hereof to the Closing Date until or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the Company will (i) give the Parent, the R&W Insurance Provider, parties hereto acknowledge and the Parent’s agree that they and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, their Representatives shall not contact any officers, employees, consultantslandlords, accountantstenants, advisorslicensees, other representativesfranchisees, books, records and agreements customers or agents of the Companyother party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in each casethis Agreement, upon advance written notice and during normal business hours and neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) furnish which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the Parentattorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its counselAffiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, financial advisors, auditors the Company and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege. (b) All information exchanged pursuant to this Section 8.4 6.8 shall be subject to be conducted in such manner as not to materially interfere with the conduct of the business each of the Company Confidentiality Agreement and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent Confidentiality Agreement, each of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided which confidentiality agreement will remain in full force and effect pursuant to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSterms.

Access to Information. From the Execution Date until Prior to the Closing Date, the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s Company shall cause its Subsidiaries to, afford to Parent and its officers, employees and representatives (including its legal advisors and accountants), all reasonable access, upon reasonable notice, to any of the properties, businesses and operations of the Company and its Subsidiaries (including Owned Real Property or leased real property and the R&W Insurance Provider’s respective counselbuildings, structures, fixtures, appurtenances and improvements erected attached or located thereon), books and records of the Company and its Subsidiaries (including financial advisorsinformation and statements, auditors accounting and other authorized representatives reasonable access Tax-related records and working papers and data in the possession of the Company, any of its Subsidiaries or any of their independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the officesCompany’s systems of internal control), propertiesin each case as Parent reasonably requests, and Parent and its officers, employees and representatives (including its legal advisors and accountants) shall be permitted to make extracts and copies of such books and records at its own expense. Any such access shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall use commercially reasonable efforts to provide Parent access, to the officers, employees, consultants, agents, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors attorneys and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries and shall cooperate in good faith with Parent and Parent’s representatives, in each case for purposes of integration and retention planning and for other valid business purposes associated with the transactions contemplated by this Agreement, and Parent and its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound; provided, however, that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.1 other than as otherwise expressly provided under this Agreement. The information provided pursuant to this Section 7.1 will be used solely for the purpose of effecting the Transactions and related disclosure requirements. Notwithstanding anything to the contrary contained herein, prior to the Closing, (a) other than in the ordinary course of business of Parent or any of its Affiliates with respect to matters not involving the Company or its Subsidiaries. Following the Execution Date, Parent shall not contact any suppliers to, or customers of, the Company shall promptly notify or any Subsidiary without the Parent of any newCompany’s prior written consent which may not be unreasonably withheld, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the (b) Parent shall not be entitled have no right to perform any subsurface, invasive or field subsurface investigations of the properties or laboratory investigations facilities of the Company or testing any of its Subsidiaries without the prior written consent of the Stockholders’ Representative Company (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent withheld for any reason) and (c) the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company ’s and its Subsidiaries and their respective counselSubsidiaries’ obligations hereunder with respect to third parties shall be limited to using commercially reasonable efforts. Notwithstanding the foregoing, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible any assistance or liable access related to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 Financing (including the delivery of financial information and (Bstatements, accounting and Tax-related records and working papers and data in the possession of the Company) shall be indemnified and held harmless governed exclusively by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSSection 7.13.

Access to Information. From (a) Subject to applicable Law and the Execution Date until the Closing Dateother provisions of this Section 6.7, the Company will and Parent each shall (and shall cause its Subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. Each Party shall, and shall cause each of its Subsidiaries to, afford to the other Party and its Representatives, during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to the terms of Section 8.1 of this Agreement, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties, offices and other facilities of such Party and its Subsidiaries and to their books, records, contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the other Party and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the other Party. Each Party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other Party or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the other Party and its Subsidiaries of their normal duties. Notwithstanding the foregoing: (i) give the ParentNo Party shall be required to, the R&W Insurance Provideror to cause any of its Subsidiaries to, and the Parent’s and the R&W Insurance Provider’s respective counselgrant access or furnish information, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)as applicable, to the other Party or any of its Representatives to the extent reasonably requested that such information is regarding the value of the transaction or is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, as applicable, is prohibited by such Persons. The applicable Law or an existing contract or agreement (provided, however, the Company or Parent, as applicable, shall inform the other Party as to the general nature of what is being withheld and the Company and Parent shall 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 cause (A) obtain the required consent or waiver of any investigation pursuant third party required to this Section 8.4 provide such information and (B) 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 conducted in so provided, if the Parties determine that doing so would reasonably permit the disclosure of such manner as not information without violating applicable Law or jeopardizing such privilege); (ii) No Party shall have access to materially interfere with the conduct personnel records of the business other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company and other Party’s good faith opinion the disclosure of which could subject the other Party or any of its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent Subsidiaries to risk of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent liability; (iii) Each Party shall not be entitled permitted to perform conduct any subsurface, invasive or field intrusive sampling or laboratory investigations analysis (commonly known as a Phase II) of any environmental media or testing building materials at any facility of the other Party or its Subsidiaries without the prior written consent of the Stockholders’ Representative other Party (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parentgranted or withheld in such other Party’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017sole discretion). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall ; and (Aiv) not be responsible No investigation or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access information provided pursuant to this Section 8.4 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent or Merger Sub herein and no Party shall, and each Party shall cause their respective Representatives to not, use any information obtained pursuant to this Section 6.7 for any purpose unrelated to the evaluation, negotiation or consummation of the Transactions. (Bb) The Confidentiality Agreement dated as of September 3, 2019 between Parent and the Company (the “Confidentiality Agreement”) shall be indemnified survive the execution and held harmless by the Parent for delivery of this Agreement and shall apply to all information furnished thereunder or hereunder. All information provided to any losses suffered by any such Persons Party or its Representative pursuant to or in connection with any such personal injuries this Agreement is deemed to be “Evaluation Material” as defined under the Confidentiality Agreement. From and property damageafter the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSeach Party shall continue to provide access to the other Party and its Representatives to the electronic data room relating to the Transactions maintained by or on behalf of it to which the other Party and its Representatives were provided access prior to the date of this Agreement.

Access to Information. (a) From and after the Execution Date date of this Agreement until the Closing Date, earlier to occur of the Company will (i) give the Parent, the R&W Insurance Provider, Effective Time and the Parent’s termination of this Agreement in accordance with Article IX, upon reasonable advance notice and the R&W Insurance Provider’s respective counselsubject to applicable Law, financial advisorseach Party shall (and shall cause its Subsidiaries to) afford to any other Party, auditors its Affiliates and other authorized representatives reasonable access to the offices, propertiesits directors, officers, agents, control persons, employees, consultants, accountantsprofessional advisers (including attorneys, accountants and financial advisors) and Financing Sources (“Representatives”) reasonable access during normal business hours, other representativesto all of its and its Subsidiaries’ properties, books, records Contracts, commitments, records, officers and agreements of the Companyemployees and, in during such period each case, upon advance written notice Party shall (and during normal business hours and (iishall cause its Subsidiaries to) furnish to the Parentother Party all other information concerning it, its counselSubsidiaries and each of their respective businesses, financial advisors, auditors properties and other authorized representatives personnel as the requesting Party may reasonably request; provided that the Party receiving such financial request may restrict the foregoing access and operating data and other the disclosure of information relating to the Companyextent that, in each the good faith judgment of such Party, (i) and any Law applicable to such Party or its Subsidiaries requires such Party or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii)) the information is subject to confidentiality obligations to a Third Party, to (iii) disclosure of any such information or document could result in the extent reasonably requested by loss of attorney-client privilege or (iv) such Persons. The Parent access would unreasonably disrupt the operations of such Party or any of its Subsidiaries; provided, further, that the Party receiving such request shall use commercially reasonable efforts to cause provide the other Party such information in a manner that would not violate any investigation such Law or confidentiality obligations or waive attorney-client privilege, as applicable. (b) With respect to the information disclosed pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct 7.9(a), each of the business of the Company Parent and its Subsidiaries. Following the Execution Date, the Company shall promptly notify comply with, and shall cause such party’s Representatives to comply with, (x) all of its obligations under the Parent of any newConfidentiality Agreements, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent which agreements shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent remain in full force and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and effect in accordance with their respective counselterms, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (By) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damagerespect to NPI, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSapplicable Law.

Access to Information. (a) From the Execution Date date of this Agreement until the Closing DateClosing, the Company will upon reasonable notice, GPC shall use its reasonable best efforts to (i) give the Parent, the R&W Insurance Provider, afford RMT Parent and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives Representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, properties and books and records and agreements of the Company, in each case, upon advance written notice and during normal business hours SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its counselRepresentatives not to, financial advisorscontact any of the employees, auditors and customers, distributors or suppliers of any GPC Entity, other authorized representatives than any such financial and operating data and customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other information relating means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the Companycontrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in each a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (iA), (B) or (C) of this Section 7.04(a) and (ii), to the extent reasonably requested by such Persons. The thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 such access or information, as applicable, to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes toprovided, or updates regarding Company Environmental Information made available, in a manner that have would not been previously provided reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or made available other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the Parent. Notwithstanding the foregoingcontrary in this Agreement, the neither RMT Parent nor any of its Representatives shall not be entitled allowed to perform sample or analyze any subsurfacesoil or groundwater or other environmental media, invasive or field or laboratory investigations or testing any building material, without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheldGPC, conditioned, or delayed, but which consent may be conditioned withheld in the sole discretion of GPC. (b) From the date of this Agreement until the Closing, upon the Parent’s execution of an reasonable notice, RMT Parent shall use its reasonable best efforts to (i) afford GPC and its authorized Representatives reasonable access agreement substantially identical to the Access Agreement executed by offices, properties and books and records of RMT Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (Aii) not be responsible or liable furnish to the authorized Representatives of GPC such additional available information regarding RMT Parent and its Subsidiaries (or copies thereof), as GPC may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at GPC’s expense, during normal business hours, under the supervision of the personnel of RMT Parent or its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operations of RMT Parent and its Subsidiaries, (y) all requests for personal injuries access pursuant to this Section 7.04(b) shall be made in writing and shall be directed to and coordinated with a person or property damage sustained persons designated by RMT Parent in writing and (z) GPC shall not, and shall cause its Representatives not to, contact any of the Parent’s counselemployees, financial advisorscustomers, auditors and distributors or suppliers of any RMT Parent Entity, other representatives than any such customers, distributors or suppliers that are also customers, distributors or suppliers of the SpinCo Business, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of RMT Parent. Notwithstanding anything to the contrary in this Agreement, RMT Parent shall not be required to provide any access provided pursuant or disclose any information to this Section 8.4 and GPC or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any RMT Parent Entity; provided that the RMT Parent shall give notice to GPC of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(b) and thereafter GPC and RMT Parent shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither GPC nor any of its Representatives shall be indemnified allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of RMT Parent, which consent may be withheld in the sole discretion of RMT Parent. (c) The Parties shall cooperate in good faith to prepare and held harmless by the Parent implement a joint communication plan for any losses suffered by any such Persons communications with their respective customers, distributors and suppliers in connection with the Contemplated Transactions. Each Party shall reasonably and in good faith cooperate with the other Parties to appropriately address any identified non-compliance with such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSjoint communication plan.

Access to Information. From (a) The Company shall (and shall cause each of its Subsidiaries to) afford to the Execution Date until the Closing Date, the Company will (i) give the Parent, the R&W Insurance Provider, Buyer and the ParentBuyer’s Representatives reasonable access, consistent with applicable Law, upon reasonable notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to all of the Company’s and the R&W Insurance Provider’s respective counselits Subsidiaries’ properties, financial advisorsassets, auditors books, Contracts, commitments, electronic and other authorized representatives reasonable access to the officesphysical records, propertiescorrespondence (including electronic correspondence), officers, employees, consultants, accountants, advisorscounsel, financial advisors and other representativesRepresentatives as the Buyer shall reasonably request, booksand, records during such period, the Company shall (and agreements shall cause each of its Subsidiaries to) furnish promptly to the Buyer (a) a copy of each report, schedule, registration statement and other document (A) filed, furnished or received by it or any of its Subsidiaries during such period pursuant to the requirements of federal or state securities laws or (B) filed or furnished by it or any of its Subsidiaries with any Governmental Entity with respect to compliance with applicable Laws and (b) all other information concerning its and its Subsidiaries’ business, properties, assets and personnel as the Buyer may reasonably request. The Buyer will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access would result in the loss of attorney-client privilege, or contravene any Law, provided, however, that in the event that the Company relies on this sentence to withhold access or disclosure, the Company shall, to the extent permitted by Law and the protection of such attorney-client privilege, notify the Buyer of the Companynature of the withheld information; provided, in each casefurther that (i) the Company shall as promptly as practicable obtain and compile all such requested information, upon advance written notice including if necessary conducting interviews and during normal business hours seeking information from third parties, and (ii) furnish if the Buyer requests that the parties enter into a joint defense agreement in order to the Parentpermit access to such withheld information, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)then, to the extent reasonably requested permitted by Law, the Company and the Buyer shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege, such Persons. The Parent agreement to be in form and substance mutually acceptable to the parties. (b) In furtherance of the foregoing, but not in limitation thereof, the Company shall use commercially reasonable efforts to cause its accountants to furnish to the Buyer and the Buyer’s accountants access to all work papers relating to the Company’s business for any of the periods covered by the financial statements of the Company included in the Company SEC Reports. (c) Between the date hereof and the Closing Date, the Company and its Subsidiaries shall permit the Buyer and the Buyer’s consultant to conduct such assessments (including assessments commonly known as “Phase I” environmental, health and safety site assessments and compliance reviews) of the environmental conditions and current compliance of any real property owned, leased, or otherwise occupied by any of the Company or its Subsidiaries as the Buyer, in its reasonable discretion, shall deem necessary prior to the Closing Date (“Buyer Environmental & Health & Safety Assessment”). For the avoidance of doubt, the Buyer Environmental & Health & Safety Assessment shall not include any intrusive testing, investigation pursuant to this Section 8.4 to or other action commonly known as a “Phase II” investigation. Buyer’s Environmental & Health & Safety Assessment shall be conducted by a qualified environmental consulting firm, possessing reasonable levels of insurance, in such compliance with applicable Laws and in a manner as not to materially interfere with that minimizes the conduct disruption of the business operations of the Company and its Subsidiaries. Following . (d) No investigation by the Execution DateBuyer or its Representatives or advisors prior to or after the date of this Agreement shall diminish, the Company shall promptly notify the Parent obviate or cure any breach of any newrepresentation, changes towarranty, covenant or updates regarding Company Environmental Information that have not been previously provided to agreement contained in this Agreement or made available to otherwise affect the Parent. Notwithstanding the foregoingBuyer’s rights under Articles I, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent VII and VIII of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSAgreement.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the Execution Date until the Closing Dateexchange of information, the Company will (i) give the Parent, the R&W Insurance Providereach party shall, and shall cause each of its Subsidiaries to, afford to the Parent’s and the R&W Insurance Provider’s respective counselofficers, financial advisorsemployees, auditors accountants, counsel and other authorized representatives of the other party, reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books, contracts, commitments, records, officers, employees, consultants, accountants, advisorscounsel and other representatives and, during such period, it shall, and shall cause its Subsid- iaries to, make available to the other representativesparty all information concerning its business, booksproperties and personnel as the other party may reasonably request; provided, records that nothing herein shall require Newcourt or any of the Newcourt Subsidiaries to disclose any information to CIT that would cause significant competitive harm to Newcourt or its affiliates if the transactions contemplated by this Agreement are not consummated (the "Restricted Information"); provided further, however, that each of the individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall be permitted access to the Restricted Information of Newcourt if, but only if, such individual has executed and delivered to Newcourt an agreement (a) to be bound by the Confidentiality Agreement and (b) not to disclose to any other person the Restricted Information. CIT shall cause each such individual to comply strictly with the terms of such agreement to which such individual is a party and CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will use their reasonable best efforts to (x) mitigate any restrictions pursuant to the preceding sentence and (y) make appropriate substitute disclosure arrangements under circumstances in which such restrictions cannot be so mitigated. (b) All information furnished to either party pursuant to Section 7.2(a) shall be subject to, and such party shall hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated February 24, 1999 (the "Confidentiality Agreement"), between Newcourt and CIT. (c) No investigation by either of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSset forth herein.

Access to Information. From The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access (during regular business hours upon reasonable notice) during the Execution Date until period from the Closing Date, date hereof and prior to the Company will Effective Time to (i) give all of the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, contracts, commitments and records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following , including all Company Intellectual Property (including access to design processes and methodologies) and all capitalization and equity compensation information that is necessary for Parent to promptly comply with the Execution Daterequirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company shall and its Subsidiaries as Parent may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as reasonably requested by Parent. The Company agrees to promptly notify the provide to Parent and its accountants, counsel and other representatives copies of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parentsuch internal financial statements (including Tax Returns and supporting documentation) as may be reasonably requested. Notwithstanding the foregoing, the Parent shall not be entitled Company may restrict the foregoing access to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent extent that (A) in the reasonable judgment of the Stockholders’ Representative Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (which consent shall not be unreasonably withheldB) in the reasonable judgment of the Company, conditionedthe information is subject to confidentiality obligations to a third party, (C) in the reasonable judgment of the Company, such disclosure would result in disclosure of any trade secrets of third parties, or delayed(D) in the reasonable judgment of the Company, but which consent may be conditioned upon disclosure of any such information or document would result in the Parentloss of the Company’s execution attorney-client privilege; provided, however, that in the case of an access agreement substantially identical each of (A), (B), (C) or (D), Parent and the Company each agree to the Access Agreement executed use commercially reasonable efforts to establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a ‘clean room’ environment for analysis and review of information by Parent joint integration teams in coordination with counsel and the Company, dated July 24, 2017). To will provide Parent with timely access to the fullest extent permitted by Lawpossible to the substance of the information described in this Section 5.4(b) in a manner that allows the Company to comply with applicable law and its confidentiality obligations to third parties or preserve the Company’s attorney-client privilege, as the case may be. In addition, the StockholdersCompany will, in consultation with Parent, prepare and implement a plan designed to ensure timely compliance by the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 requirements of the Restrictions on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (B2002/95/EC) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSDirective.

Access to Information. From the Execution Date until the Closing Date(a) Upon reasonable notice, and subject to applicable Law, each of the Company will and Parent shall (iand shall cause its Subsidiaries to) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access afford to the officesother Party, propertiesits Affiliates and its officers, officersagents, control persons, employees, consultants, accountantsprofessional advisers (including attorneys, accountants and financial advisors) reasonable access during normal business hours, other representativesunder direct supervision of a designated employee of the disclosing Party, and upon reasonable prior notice to the disclosing Party during the period prior to the Effective Time, to all its and its Subsidiaries’ properties, books, records Contracts, commitments, records, officers and agreements employees and, during such period as the other Party may from time to time reasonably request, and during such period each Party shall (and shall cause its Subsidiaries to) furnish promptly to the other Party all other information concerning it, its Subsidiaries and each of their respective businesses, properties and personnel as such other Party may reasonably request; provided, that the disclosing Party may restrict the foregoing access and the disclosure of information to the extent that, in the good faith judgment of the Companydisclosing Party, in each case(i) any Law applicable to the disclosing Party or its Subsidiaries requires the disclosing Party or its Subsidiaries to restrict or prohibit access to any such properties or information, upon advance written notice and during normal business hours and (ii) furnish the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties, (iv) disclosure of any such information or document could result in the Parentloss of attorney-client privilege (provided, that the disclosing Party and/or its counselcounsel shall use their reasonable best efforts to enter into such joint defense agreements or other arrangements, financial advisorsas appropriate, auditors and other authorized representatives so as to allow for such financial and operating data and other information relating disclosure in a manner that does not result in the loss of attorney client privilege) or (v) such access would unreasonably disrupt the operations of the disclosing Party or any of its Subsidiaries; provided, that with respect to the Company, in each of clauses (i) and through (iiiv) of this Section 8.07(a), to the extent reasonably requested by such Persons. The Parent disclosing Party shall use its commercially reasonable best efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with (A) obtain the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written required consent of the Stockholders’ Representative such Third Party to provide such access or disclosure or (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of B) develop an access agreement substantially identical alternative to the Access Agreement executed by providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. (b) With respect to the information disclosed pursuant to Section 8.07(a), dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, each of Parent and the Company shall comply with, and its Subsidiaries shall cause such Party’s Affiliates and their respective counselofficers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) to comply with, auditors all of its obligations under the Confidentiality Agreements, which agreements shall remain in full force and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives effect in connection accordance with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSits terms.

Access to Information. From (a) During the Execution Date until the Closing DateInterim Period, the Sellers shall cause the Company will and its Subsidiaries to provide the Buyer and its Representatives (iincluding any Buyer appointee to the Transition Committee) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable with access to the offices, properties, Company’s and its Subsidiaries’ officers, employees, consultants, accountants, advisors, other representatives, books, records material properties and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other all material information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their material operations, in each case, as reasonably requested by the Buyer and to the extent such information is readily available or could be readily obtained without any material interference with the business or operations of the Sellers, the Company or the Company’s Subsidiaries, in each case, other than information (i) which such Seller reasonably believes it, the Company or any of their respective counselSubsidiaries are prohibited from providing to the Buyer by reason of applicable Law, financial advisors(ii) which constitutes or allows access to information protected by attorney/client privilege or (iii) which such Seller, auditors and other authorized representatives and Affiliates shall the Company or Subsidiary are required to keep confidential or to prevent access to by reason of any Contract with a third party; provided, however, that such access (A) shall be conducted at the Buyer’s expense, during normal business hours and under the supervision of the Company or any of its Subsidiaries’ personnel, (B) does not disrupt the normal operations of the Company or any of its Subsidiaries, (C) shall comply with all applicable Laws, including those regarding the exchange of competitively-sensitive information and (D) to employees shall only be permitted if coordinated between the Buyer and either an officer of the Company or a member of the Transition Committee appointed by the Sellers. Notwithstanding anything contained herein, the Buyer shall not be responsible permitted during the Interim Period to contact any of the Company’s or liable to the Parent for personal injuries its Subsidiaries’ vendors, customers or property damage sustained by the Parent’s counselsuppliers, financial advisors, auditors and other representatives or any Governmental Entities (except in connection with applications for Permits or Filings required to be made prior to the Closing under this Agreement and, in such case, only in accordance with the terms of this Agreement) regarding the operations or legal status of the Company or its Subsidiaries without receiving prior written consent from the Sellers and the Buyer shall not have the right to conduct any environmental testing, sampling or analysis (including any soil, water, groundwater, surface water or air testing, sampling or analysis) at, on, under or from any Real Property. (b) Following the Closing, each of the Sellers shall be entitled to retain copies (at such Seller’s sole cost and expense) of all books and records relating to its ownership of the Company and its Subsidiaries, as applicable, and their respective businesses, provided, however, that such retained copies shall be subject to the confidentiality obligations set forth in Section 6.5(c). (c) After the Closing, at Sellers’ sole cost and expense, the Buyer will, and will cause its Representatives to, afford to each of the Sellers, including their respective Representatives, reasonable access to all books, records, files and documents to the extent they are related to the Company and their respective Affiliates and equity holders in order to permit such Persons to prepare and file their respective Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Legal Proceedings relating to or involving such Person, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Person reasonable assistance in connection therewith. The Buyer will cause such records to be maintained for not less than six years from the Closing Date and will not dispose of such records thereafter without first offering in writing to deliver them to the Sellers; provided, however, that in the event that the Buyer transfers all or a portion of the business of the Company or any of its Subsidiaries to any third party during such period, the Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided pursuant to such third party transferee expressly assumes in writing the obligations of the Buyer under this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS6.1(c).

Access to Information. From the Execution Date until the Closing DateUpon reasonable notice, each of Parent and the Company will shall (iand shall cause its respective Subsidiaries to) give afford to the Parent, the R&W Insurance Provider, other party hereto and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized its representatives reasonable access during normal business hours, during the period prior to the officesEffective Time, properties, to all its officers, employees, consultantsproperties, accountantsoffices, advisorsplants and other facilities and to all books and records, including financial statements, other financial data and monthly financial statements within the time such statements are customarily prepared, and, during such period, each of Parent and the Company shall (and shall cause its respective Subsidiaries to) furnish promptly to the other party hereto and its representatives, booksconsistent with its legal obligations, records all other information concerning its business, properties and agreements of personnel as such Person may reasonably request; provided, however, that either party hereto may restrict the Companyforegoing access to the extent that, in each casesuch Person’s reasonable judgment, upon advance written notice and during normal business hours and (i) providing such access would result in the waiver of any attorney-client or other applicable legal privilege, in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if such Person shall have used reasonable best efforts to obtain the consent of such third party to such access, or (ii) furnish any Law applicable to such Person requires such Person or its Subsidiaries to preclude the other party and its representatives from gaining access to any properties or information, provided, further, that such party will inform the other party of the general nature of the document or information being withheld and reasonably cooperate with the other party to provide such document or information in a manner that would not result in violation of Law or the loss or waiver of such privilege. Any access to real property shall be subject to the Parent, its counsel, financial advisors, auditors granting party’s reasonable security measures and other authorized representatives such financial insurance requirements and operating data and other information relating shall not include the right to perform any “invasive” testing. Notwithstanding anything to the Companycontrary in this Agreement, each party may satisfy its obligations set forth in each of (i) and (ii), this Section 7.2 by electronic means if physical access is not reasonably feasible or would not be permitted under applicable COVID-19 Measures. Each party hereto will hold any such information that is non-public in confidence to the extent reasonably requested required by, and in accordance with, the provisions of that certain agreement, dated December 3, 2021 and amended by such Persons. The Parent shall use commercially reasonable efforts that certain Amendment to cause any investigation pursuant to this Section 8.4 to be conducted in such manner Confidentiality Agreement dated December 23, 2021 (as not to materially interfere with amended, the conduct of the business of “Confidentiality Agreement”), between the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From the Execution Date date of this Agreement until the Closing DateEffective Time, to the extent permitted by applicable law, the Company will and Parent will, during normal business hours and upon reasonable request, (ia) give the Parent, the R&W Insurance Provider, other party and the Parent’s and the R&W Insurance Provider’s respective its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officersbooks and records of such party and its Subsidiaries, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (iib) furnish to the Parent, other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) as such Persons may reasonably request and (ii)c) instruct its employees, counsel and financial advisors to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere cooperate with the conduct other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not disrupt the Company’s or Parent’s operations; and its Subsidiaries. Following the Execution Dateprovided, the Company further, that no such investigation shall promptly notify the Parent of affect any new, changes to, representation or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parentwarranty given by either party hereunder. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and neither the Company, dated July 24on the one hand, 2017)nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. To Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the fullest extent permitted restrictions of the preceding sentence apply. All information obtained by Law, the Stockholders, Parent or the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) 7.3 shall be indemnified kept confidential in accordance with, and held harmless by shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of June 20, 2020 between Parent for any losses suffered by any such Persons and the Company (the “Confidentiality Agreement”). Without limiting the foregoing, from the date of the Agreement to the Effective Time, the Company shall, subject to the terms and limitations of this Section 7.3, cooperate in connection good faith to provide Parent as promptly as practicable with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSthe information described in Section 7.3 of the Company Disclosure Schedules.

Access to Information. From During the Execution Date until the Pre-Closing DatePeriod, the Company will (i) give the Parent, the R&W Insurance Provider, shall afford Parent and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements necessary personnel of the Company; provided, in each casehowever, upon advance written notice and during normal business hours and that the Company may restrict or otherwise prohibit (iia) furnish access to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other any documents or information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by that any applicable Law requires the Company to restrict or otherwise prohibit access to such Personsdocuments or information, (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (c) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract. The Parent In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use commercially its reasonable best efforts to cause any communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation, including by providing such information in redacted form as necessary to comply with such Law, Contract or obligation or otherwise make appropriate substitute disclosure arrangements. Any investigation conducted pursuant to the access contemplated by this Section 8.4 to 4.4 shall be conducted in such a manner as that does not to materially unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent The terms and conditions of the Stockholders’ Representative (which consent Confidentiality Agreement shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical apply to the Access Agreement executed any information obtained by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and or any of its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons Representatives in connection with any such personal injuries investigation conducted pursuant to the access contemplated by this Section 4.4. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, each of the Company and property damageParent shall hold, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSand shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. Nothing in this Section 4.4 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.

Access to Information. From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Execution Date Acquired Companies by Third Parties that may be in the Acquired Companies’ possession from time to time, from the date hereof until the Closing Dateearlier of the Effective Time and the valid termination of this Agreement pursuant to ‎‎Article VIII, the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s shall cause its Subsidiaries to, afford to Parent and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives its Representatives reasonable access to for purposes of consummating the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and Transactions during normal business hours in such manner as not to interfere in any material respect with the normal operation of the Acquired Companies, to their respective properties, books, Contracts, commitments, Tax Returns, records and (ii) appropriate officers and employees of the Acquired Companies, and shall furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such Persons with existing financial and operating data and other information relating concerning the affairs of the Acquired Companies as such Persons may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, further, that nothing herein shall require the Acquired Companies to disclose any information to Parent or any such Person if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to any Acquired Company if the Transactions are not consummated, (ii) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party, (iii) cause a material default pursuant to any Contract to which any Acquired Company is a party resulting in a breach by an Acquired Company of any representations and warranties in Article IV, (iv) jeopardize any attorney‑client or other legal privilege, or (v) result in the disclosure of any trade secrets of any Third Party, in each case, so long as the Company provides Parent written notice of the fact that it is withholding such information or documents and reasonably cooperates with Parent to allow disclosure of such information in a manner that is not reasonably likely to violate clauses (i) through (v); provided, further, that any access to the Acquired Companies’ properties will be subject to the Company’s security measures and insurance requirements and will not include the right to perform invasive testing or techniques. All information obtained by Parent, in each of (i) Merger Sub and (ii), their respective Representatives shall be subject to the extent reasonably requested by such PersonsConfidentiality Agreement. The Parent shall use commercially reasonable efforts to cause any No investigation or access permitted pursuant to this Section 8.4 ‎‎Section 6.05 shall affect or be deemed to be conducted in such manner as not to materially interfere with the conduct of the business of modify any representation or warranty made by the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERShereunder.

Access to Information. From the Execution Date until the Closing DateUpon reasonable notice, and except as may otherwise be required by applicable Law, the Company will (i) give shall provide Parent and its Representatives reasonable access, during normal business hours throughout the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access period prior to the officesEffective Time, to the Company Entities’ properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Companypersonnel, in each case, upon advance written notice and during normal business hours and (ii) furnish such period, the Company shall cause to the be furnished promptly to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)Representatives and, to the extent provided in Section 5.9, its Financing Sources, all information concerning the Company Entities and their respective businesses, as Parent or the Financing Sources may reasonably requested by request, including copies of such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner information as not to materially interfere with is necessary for the conduct of the business operation, ownership and management of the Company Entities’ business or information as may be required to permit Parent to satisfy its obligations to any Governmental Authority following the Effective Time (but in the case of the Financing Sources, only if relevant to the Financing); provided that Parent and its Subsidiaries. Following the Execution DateFinancing Sources shall not use any information obtained under this Section 5.6 for any purpose unrelated to the Merger or the other transactions contemplated hereby; provided, however, that the Company shall not be required to (a) permit any invasive environmental sampling or (b) provide any such access or information that in the reasonable, good-faith judgment of the Company (i) would be reasonably likely to result in the disclosure of any trade secrets of third parties or breach any confidentiality obligation of any Company Entity; provided that the Company, subject to the provisions of Section 5.7(a), shall use reasonable best efforts to obtain the required consent of such third party to provide such access or disclosure, (ii) would be reasonably likely to jeopardize protections afforded any Company Entity under the attorney-client privilege; provided that the Company shall use 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 or (iii) any applicable Law requires the Company or any Company Subsidiary to restrict or prohibit access to any such properties or information; provided, further, that (A) the Company shall promptly notify Parent in writing if any reason described in the foregoing clauses (b)(i), (b)(ii) or (b)(iii) is applicable to any request for information and (B) if any such access or information is limited for the reasons described in the foregoing clauses (b)(i), (b)(ii) or (b)(iii), Parent and the Company shall use their respective reasonable best efforts to establish a process that (through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent, use of a “clean room” environment for analysis and review of information by appropriate recipients in coordination with counsel and the Company or, in the case of clause (b)(ii), entry into a customary joint defense agreement with respect to any newinformation to be so provided, changes to, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or updates regarding Company Environmental Information that have not been previously provided to or made available losing such privilege) shall provide Parent with timely access to the Parent. Notwithstanding fullest extent possible to the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent substance of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed information described in this Section 5.6. All information obtained by Parent and its Representatives under this Section 5.6 shall be treated as “Evaluation Material” for purposes of the CompanyConfidentiality Agreement (and, dated July 24if and to the extent applicable, 2017such information shall be further treated as “Restricted Evaluation Material” for purposes of the Clean Room Agreement or “Restricted Synergies Evaluation Material” for purposes of the Synergies Clean Team Agreement). To the fullest extent permitted by LawNotwithstanding any other provision hereof, the Stockholderseach Party agrees that it shall not, the Company and shall cause its Subsidiaries and their respective counselRepresentatives not to, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable prior to the Effective Time, use any information obtained under this Section 5.6 for any competitive or other purpose unrelated to the consummation of the Merger; provided, however, that, prior to the Effective Time, nothing in this Section 5.6 shall limit any customary disclosures made by Parent for personal injuries to the Financing Sources, rating agencies, existing lenders (and related agents) or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives otherwise in connection with efforts or activities by Parent or the access Financing Sources to obtain the Financing; provided, further, that the recipient of such information and other information contemplated to be provided by the Company pursuant to this Section 8.4 5.6 agree to customary confidentiality arrangements, including “click through” confidentiality agreements and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSconfidentiality provisions.

Access to Information. (a) From the Execution Date date hereof until the Closing Date, Parent and Seller shall, and shall cause the Company will Asset Transferors and the Acquired Companies, to afford to the Buyer and its and its Representatives, upon reasonable written notice (and with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries during regular business hours, which shall be subject to the consent of Parent, in the case of facilities of the Parent Group, and Seller, in the case of facilities of Seller and its Subsidiaries, not to be unreasonably withheld, conditioned or delayed) reasonable access to (i) give the Parentall books and records; (ii) within thirty (30) days of receipt thereof, the R&W Insurance Providerresults or summary results of (including, at a minimum, a detailed description of any risks, threats, deficiencies or vulnerabilities (collectively, “Risks”) identified in) each cybersecurity or information security risk audit, assessment or penetration testing carried out by or for Parent and Seller (as applicable) or its or their Subsidiaries (including the Parent’s Acquired Companies) with respect to the Business IT Systems (whether carried out by Parent or Seller or its or their applicable Subsidiaries or any third party vendor on its or their behalf), as well as (x) summaries of steps undertaken by Parent and Seller (as applicable) to remediate any such identified Risks and (y) any other information that Parent or Seller (as applicable) or its or their Subsidiaries provide or are required to provide to customers of the R&W Insurance Provider’s respective counselBusiness regarding Risks, financial advisorsroot cause analysis, auditors remediation or other related steps; (iii) all information and other authorized representatives reasonable access to relevant IT Systems reasonably necessary to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements conduct of the CompanyCybersecurity Assessment (as defined herein) pursuant to and in accordance with Section 8.2(b); and (iv) other information and access, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the CompanyBusiness, the Transferred Assets, Shared Contracts, the Assumed Liabilities and/or the Acquired Companies, including any Business Data and any records contemplated to be made available to Buyer as set forth in each the definition of (i) Excluded Books and (ii)Records; provided, to the extent reasonably requested by however, that any such Persons. The Parent access and review of information shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or data privacy matters) and, with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries (as applicable), any COVID-19 Measures, under the supervision of Parent’s, Seller’s or their applicable Subsidiaries’ personnel (with respect to in-person access at the facilities of Parent, Seller or their Subsidiaries) and in such a manner as not to materially unreasonably interfere with the conduct normal operations of Parent, Seller and their Subsidiaries; provided, further, that neither Buyer nor any of Representatives shall have access to any other businesses of Parent, Seller or their respective Affiliates. Without limiting the business terms thereof, the Confidentiality Agreement shall govern the obligations of the Company Buyer and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent Representatives with respect to all information of any newtype given, changes to, or updates regarding Company Environmental Information that have not been previously provided to furnished or made available to the Parentthem pursuant to ‎this Section 8.2. Notwithstanding anything to the foregoingcontrary contained in this Agreement, prior to the Parent shall Closing, (i) Buyer will use reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not be entitled to, initiate or reinitiate contact with any employees of Seller or any of its Subsidiaries with respect to perform the transactions contemplated by the Transaction Agreements, except as expressly provided in other Sections of this Agreement, as contemplated by any subsurface, invasive other Transaction Agreement or field or laboratory investigations or testing without the with Seller’s prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed), but (ii) without the prior written consent of Seller, which consent may be conditioned upon withheld in Seller’s sole discretion, neither Buyer nor any of its Representatives shall conduct any invasive or intrusive sampling or testing of any environmental media, including air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under the Real Property and (iii) Buyer will use reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of the Parent Group with respect to the transactions contemplated by this Agreement, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Parent’s execution of an access agreement substantially identical prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Following the date hereof and prior to the Access Closing, Buyer will (1) direct its Representatives not to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), initiate or reinitiate contact with customers, subscribers or suppliers of Seller specifically and expressly with respect to the transactions contemplated by this Agreement executed by Parent and (2) not undertake advertising or marketing campaigns specifically targeting customers or subscribers of the CompanyBusiness in a manner that is outside the ordinary course of business of Buyer, dated July 24in each case, 2017except as expressly provided in other Sections of this Agreement (provided, that, notwithstanding the foregoing, nothing in this Section 8.2 shall restrict or limit in any way Buyer and its Affiliates ordinary course communications with its current or prospective customers, subscribers or suppliers). To the fullest extent permitted All requests by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible Buyer for access or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided availability pursuant to this Section 8.4 8.2 shall be submitted or directed exclusively to the individuals designated by Seller in Section 8.2(a) of the Parent/Seller Disclosure Letter. (b) At least sixty (60) days prior to the date that in Buyer’s and Seller’s joint good faith estimate is the expected Closing Date, but no sooner than the later of (i) Buyer’s and Seller’s joint good faith estimate of the date that is ninety (90) days prior to the Closing Date, and (ii) the date that is one hundred eighty (180) days after the date of this Agreement, Parent and Seller (as applicable) shall, and shall cause its and their applicable Subsidiaries to, at Buyer’s sole cost and expense, engage a qualified and reputable third party vendor to perform a cybersecurity assessment which shall be limited in scope to (i) an assessment of material cybersecurity controls and policies, as well as (ii) penetration testing (both internal and external and Internet exposed), vulnerability assessments, breach detection testing and compromise assessments (including “inside out” and “outside in” testing) on (x) the Transferred IT Systems and (y) subject to any required third party consents, as applicable, any other material Business IT Systems that are owned or controlled by a third party and are made available to, or otherwise used in connection with, the Business pursuant to a Transferred Contract (including the Split Contracts) or pursuant to the Transition Service Agreement (in the case of penetration testing under this clause (y), only to the extent that such testing is reasonably practicable for the Seller and would not require obtaining any third party consents (it being understood that exercising a contractual right to conduct a penetration test would not be considered a requirement to obtain consent even if such exercise of right requires provision of notice or making a request to a third party, provided that such right already exists at that time in the applicable Transferred Contract)), in each case solely for the purposes of supporting Buyer’s integration planning (collectively, a “Cybersecurity Assessment”). Prior to engaging such vendor, Parent and Seller (as applicable) shall obtain Buyer’s written approval, not to be unreasonably withheld, with respect to (A) the selection of the third party vendor and (B) the scope and methodology of the Cybersecurity Assessment to be performed. Parent and Seller (as applicable) agree to provide Buyer (I) the results of the Cybersecurity Assessment within five (5) business days of receipt thereof from the selected vendor and (II) promptly following receipt of such results, Parent and Seller’s (as applicable) good faith assessment of the Risks identified therein and Parent and Seller’s (as applicable) plan to mitigate all such Risks related to the Business, in a manner consistent with Parent and Seller’s past practice and ordinary course risk mitigation program, and which is designed to mitigate Risks to the Business identified in such results as “critical”, “severe” or “high” level Risks that are (x) identified in the penetration testing portion of the Cybersecurity Assessment or (y) ongoing data security incidents identified in the breach detection testing portion of the Cybersecurity Assessment (“Cybersecurity Risk Mitigation Plan”). All information related to the Cybersecurity Assessment, including reports, results, Parent and Seller’s assessment of the results and the Cybersecurity Risk Mitigation Plan shall be indemnified subject to the terms of the Confidentiality Agreement and held harmless governed by Section 13.2 herein. Parent and Seller (as applicable) shall (1) at Seller’s sole cost and expense, implement, and cause its or their applicable Subsidiaries to implement, the Cybersecurity Risk Mitigation Plan in the ordinary course of business of Parent and Seller, as applicable (including addressing any “critical”, “severe” or “high” level Risks in a manner consistent with Parent and Seller’s past practice and ordinary course risk mitigation program) and (2) inform Buyer periodically of their progress towards the same. Buyer agrees that (i) the actions contemplated by this Section 8.2(b) and the Cybersecurity Assessment shall be conducted solely for the purposes of informing Buyer’s integration planning, (ii) the fact that the Cybersecurity Assessment has identified Risks shall not result in a delay to the Closing or become a condition to Closing, and (iii) Parent and Seller (as applicable) and their applicable Subsidiaries shall only undertake actions to mitigate the Risks identified in the Cybersecurity Assessment to the extent: (A) such mitigation is consistent with their respective past practice and ordinary course risk mitigation program, and (B) such Risks are able to be mitigated prior to the Closing; provided that Parent and Seller (as applicable) and their applicable Subsidiaries shall nevertheless undertake actions to commence mitigation of such Risks as consistent with Parent’s and Seller’s respective past practice and ordinary course risk mitigation program; provided further that failure to complete such mitigation of identified Risks shall not result in a delay to the Closing or become a condition to Closing. (c) Notwithstanding anything to the contrary contained in the Transaction Agreements, Parent and Seller shall have no obligation to give or make available or cause to be given or made available to Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of (i) any losses suffered by Excluded Books and Records to the extent exclusively related to the Retained Business (except as set forth in the definition thereof) or (ii) any other information if making such information available would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) violate the Clean Team Agreement, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable any otherwise required disclosure to Buyer to occur without so jeopardizing any such Persons in connection with any privilege or immunity or contravening such personal injuries applicable Law or contractual confidentiality obligation, or jeopardizing health and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSsafety or violating the Clean Team Agreement.

Access to Information. From and after the Execution Date date hereof until the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company will (i) give the Parent, the R&W Insurance Providerupon reasonable advance notice, and the Parent’s subject to restrictions contained in any confidentiality agreement to which Parent or any Group Company is subject and the R&W Insurance Provider’s respective counselsubject to reasonable precautions related to COVID-19, financial advisors, auditors each Group Company shall provide to Parent and other its authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the CompanyParent shall provide to each Group Company and its authorized representatives, in each case, upon advance written notice and during normal business hours reasonable access to all books and records of the Group Companies or Parent, as applicable (in a manner so as to not interfere with the normal business operations of such Person). All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, neither the Company nor any of its Affiliates (including the Group Companies), nor Parent or any of its Affiliates shall be required to provide DOC ID - 32901658.22 65 access or to disclose information where such access or disclosure (i) would violate any contract or Law to which it is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, or (ii) furnish if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iii) if it reasonably determines upon the advice of counsel that such information should not be so disclosed due to its competitively sensitive nature. In the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the event that Parent or any Group Company, in each as applicable, withholds access or information on the basis of the foregoing clauses (i) and through (iiiii), Parent or such Group Company, as applicable, shall inform the other Party as to the extent reasonably requested by such Persons. The Parent general nature of what is being withheld and shall use commercially reasonable best efforts to cause make appropriate substitute arrangements to permit reasonable access or disclosure that does not suffer from any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business foregoing impediments. Each of Parent and such Group Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions. Such materials and the information contained therein shall be given only to the outside legal counsel of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes torecipient, or updates regarding Company Environmental Information that have not been previously provided otherwise as the restriction indicates, and be subject to any additional confidentiality or made available to joint defense agreement between the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSParties.

Access to Information. (a) From the Execution Date date hereof until the Closing DateClosing, the Company will shall, and shall cause Company to, (i) give the Parent, the R&W Insurance Provider, afford Parent and its Agents reasonable access during normal business hours to and the Parent’s and right to inspect all of the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesReal Property, properties, officersassets, employeespremises, consultantsbooks and records, accountantsContracts and other documents and data related to Company, advisorsexcept that the right to inspect the Real Property does not extend to the right to conduct sampling of the soil, groundwater, and/or air of the Real Property without Company’s prior written consent; (ii) furnish Parent and its Agents with such financial, operating and other representativesdata and information related to Company as Parent or any of its Agents may reasonably request; and (iii) instruct the Agents of Company and Company to cooperate with Parent in its investigation of Company; provided, that such access shall be at Parent’s sole expense; provided, however, that Company shall not be required to provide Parent or its Agents with access to any files, books, records and agreements or information where such access would (A) waive any privileges or protections under applicable Law, (B) violate any Law concerning privacy rights applicable to employees, (C) violate the terms of the Companyany nondisclosure or similar Contract with any third party (provided, that in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent Company shall use its commercially reasonable efforts to cause provide Parent with access to such information to the fullest extent practicable without risking loss of privilege or protections under such Law, privacy right or Contract, including, for example, providing for such information to be reviewed by counsel for Parent on terms reasonably acceptable to counsel for Company) or (D) violate any Law, including but not limited to any antitrust Law as interpreted in the reasonable discretion of counsel to Company. Any investigation pursuant to this Section 8.4 to 5.2 shall be conducted in such manner as not to materially interfere unreasonably with the conduct of the business of Company. (b) For a period of seven (7) years from and after the Company and its Subsidiaries. Following the Execution DateClosing, the Company shall promptly notify the Parent of any new, changes to, will make or updates regarding Company Environmental Information that have not been previously provided cause to or be made available (including by electronic means, to the Parent. Notwithstanding extent available) to the foregoingRepresentative all books, the Parent shall not be entitled to perform any subsurfacerecords, invasive or field or laboratory investigations or testing without the prior written consent Tax Returns and documents of the Stockholders’ Representative Surviving Company (which consent shall not be unreasonably withheldand the assistance of employees responsible for such books, conditioned, records and documents or delayed, but which consent whose participation is reasonably necessary or desirable in connection therewith) as may be conditioned upon reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Third Party Claim or (ii) such other purposes for which access to such documents is reasonably necessary for the Representative to conduct its duties hereunder; provided, however, that any such access or furnishing of information shall be during Parent’s execution normal business hours, under the supervision of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors personnel and other representatives in connection such a manner as not to interfere with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the normal operations of Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSor Surviving Company.

Access to Information. From (a) Subject to the Execution Date until Confidentiality Agreement and applicable Law, Company agrees to provide Parent and its Representatives and Parent agrees to provide Company and its Representatives, from time to time prior to the Closing DateEffective Time, the Company will (i) give the Parent, the R&W Insurance Provider, such information as one party shall reasonably request with respect to other party and the Parent’s its Subsidiaries and the R&W Insurance Provider’s their respective counselbusinesses, financial advisors, auditors conditions and other authorized representatives reasonable operations and such access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements personnel of the Companyother party and its Subsidiaries as the requesting party shall reasonably request, in each case, upon advance written notice and which access shall occur during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere unreasonably with the conduct of the business of the other party or its Subsidiaries. Without limiting the foregoing, as soon as reasonably practicable after they become available, but in no event more than 15 days after the end of each calendar month ending after the date hereof, Company shall furnish to Parent (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Company or (if requested by Parent prior to the end of such calendar month) any of its Subsidiaries as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period and (iii) to the extent permitted by applicable Law, any reports provided to the board of directors of Company or any committee thereof relating to the financial performance and risk management of Company or any of its Subsidiaries. To the extent permitted by applicable Law, each party shall be entitled to have at least one observer present at each meeting of the boards of directors and their respective committees of the other party and its Subsidiaries. Following , except to the Execution Date, extent the discussions of such boards and committees relate to this Agreement and the transactions contemplated hereby. (b) Parent and Company shall promptly notify the Parent of any newcomply with, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent and shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and cause their respective counselRepresentatives, financial advisorsdirectors, auditors officers and other authorized representatives and Affiliates employees to comply with, all of their respective obligations under the Confidentiality Agreement, which shall (A) not be responsible or liable to survive the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives termination of this Agreement in connection accordance with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSterms set forth therein.

Access to Information. (a) From the Execution Date date hereof until the Closing Dateearlier of the Expiry Time and the time this Agreement is terminated, and subject to the existing confidentiality agreement between the Company and the Offeror dated March 16, 2007, as amended on October 1 and October 3, 2007 (the “Confidentiality Agreement”), the Company will shall (iand shall cause its Subsidiaries to) give afford the ParentOfferor and its Representatives access to information, confidential or otherwise, with respect to the R&W Insurance ProviderCompany and its Subsidiaries and their respective businesses, assets and the Parent’s properties, including books, contracts and the R&W Insurance Provider’s respective counsel, financial advisors, auditors records as well as access to management personnel and other authorized representatives reasonable employees and access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements properties of the CompanyCompany and its Subsidiaries, in each case, upon advance written notice subject to compliance with applicable Laws and during normal business hours and (ii) furnish to the ParentCompany obtaining any consents or waivers with respect to access required under any applicable agreements with third parties in effect as at the date of this Agreement, its counsel, financial advisors, auditors and other authorized representatives subject to such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as access not to materially interfere interfering with the ordinary conduct of the business of the Company and its Subsidiaries. Following The Offeror and its Representatives will not contact any Government Authority (other than Government Authorities with registries or information available by request from members of the Execution Datepublic), any employees of the Company shall promptly notify or its Subsidiaries, any supplier of the Parent of any new, changes toCompany or its Subsidiaries, or updates regarding any third party who is a party to any agreement, arrangement or understanding under which the Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoingits Subsidiaries (or any of their assets) is bound or affected, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative Company (which consent not to be unreasonably withheld), and the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Offeror all information concerning its business, assets, properties and personnel as the Offeror may reasonably request. (b) Notwithstanding the foregoing, except as expressly provided for herein, the Company shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical obligated to make available to the Access Agreement executed by Parent and Offeror any of the Company, dated July 24, 2017). To ’s management or board of directors’ materials relating to the fullest extent permitted assessment or evaluation of the transactions contemplated hereby or any alternative transaction (including any Acquisition Proposal proposed by Law, the Stockholders, any other person) nor any information supplied by any of its Representatives in connection therewith or any confidentiality agreement made between the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and any other authorized representatives and Affiliates shall (A) not be responsible or liable person prior to the Parent for personal injuries date hereof in respect of any alternative transaction. (c) Without limiting the generality of the provisions of the Confidentiality Agreement and subject to Section 3.4(d), the parties acknowledge that all information provided under Section 2.5, Section 3.4(a) or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives otherwise pursuant to this Agreement or in connection with the access provided pursuant transactions contemplated hereby, is subject to the Confidentiality Agreement, which shall remain in full force and effect, notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. (d) The Company hereby waives the prohibitions in Section 8.4 2(g) (as amended), Section 2(i) and Section 2(k) of the Confidentiality Agreement in respect of: (Bi) the transactions contemplated hereby; (ii) market purchases of Shares during the Offer not in excess of 5% of the total outstanding Shares, in accordance with Applicable Laws; (iii) discussions undertaken with any Government Authority in respect of the transactions contemplated hereby, which shall be indemnified undertaken in compliance with the review and held harmless by concurrence obligations set out in Section 5.2(a); (iv) discussions, together with the Parent for Company, with third parties in respect of the possible disposition of assets of the Company or its Subsidiaries following or contemporaneous with the completion of any losses suffered by of the transactions contemplated hereby; or (v) communications regarding the entering into of any such Persons in connection support, lock-up or similar agreement with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSShareholders in respect of the transactions contemplated hereby.

Access to Information. From the Execution Date until (a) Prior to the Closing DateDate and subject to applicable Laws and Section 8.05, the Company will Purchaser shall be entitled, through its officers, employees and Representatives (i) give the Parentincluding its legal advisors and accountants), the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable to have such access to the offices, properties, businesses and operations of the Company and such examination of the books and records of the Company, as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the Transactions. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause its and its Subsidiaries’ respective officers, employees, consultants, agents, accountants, advisorsattorneys and other Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and the Company and its Representatives, as the case may be, shall cooperate with Purchaser and its Representatives, as the case may be, and shall use their reasonable best efforts to minimize any disruption to the Business. Any disclosure during such investigation by the Company or its Representatives shall not constitute any enlargement or additional representation or warranty of any Seller-Side Party beyond those specifically set forth in Article IV, Article V or Article VI, as applicable. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to interactions with other representativesprospective buyers of the Company or the negotiation of this Agreement and the Transactions, books(ii) would unreasonably disrupt the operations of any Seller, records the Company or any of their respective Subsidiaries, or (iii) would require any Seller, the Company or any of their respective Subsidiaries to disclose information that, in the reasonable judgment and agreements good faith of counsel to such Seller or the Company, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which such Seller or the Company or any of their respective Subsidiaries is bound. (b) Notwithstanding anything to the contrary contained herein, prior to the Closing, (i) without the written consent of the Company, Purchaser shall not contact any customers of the Company or any of its Subsidiaries, other than in each casethe ordinary course of business of Purchaser or any of its Affiliates with respect to matters not involving the Company or its Subsidiaries, upon advance written notice and provided that the applicable Seller or the Company shall have the right to have a Representative present during normal business hours any such contact in the event that it consents to such contact, and (ii) furnish Purchaser shall not have any right to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct perform invasive or subsurface investigations of the business properties or facilities of the Company and or its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing Subsidiaries without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. (a) From the Execution Date time this Agreement is signed by all of the parties hereto until the Closing DateClosing, Parent shall use its commercially reasonable efforts to cause the Company will Companies and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) give afford the Parent, the R&W Insurance Provider, Purchasers and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other their authorized representatives reasonable access access, subject to the officesConfidentiality Agreements and applicable Law and solely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any breach of Contract, propertiesto the offices and properties of each Company and, on Parent’s premises, the Books and Records of each Company, and (ii) make available to the officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements authorized agents and representatives of the CompanyPurchasers, in each caseon Parent’s premises, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such additional financial and operating data and other information relating regarding the Companies (or copies thereof) as any Purchaser may from time to the Companytime reasonably request, in each of (i) and (ii), solely to the extent reasonably requested such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any violation of Law or breach of Contract; provided, however, that: (A) any such access or availability shall be provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to interfere with the normal operations of the Companies; (B) all requests by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation the Purchasers for access or availability pursuant to this Section 8.4 5.02 shall be submitted or directed exclusively to an individual to be conducted designated by Parent; and (C) Parent and the Companies shall not be required to provide any Books and Records or reports based thereon that they do not maintain or prepare in such manner as not to materially interfere with the conduct ordinary course of the business of the Company and its Subsidiariestheir business. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available Notwithstanding anything to the Parent. Notwithstanding the foregoingcontrary in this Agreement, the Parent shall not be entitled required to perform disclose any subsurfaceinformation to the Purchasers if such disclosure would, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the in Parent’s execution of an access agreement substantially identical sole discretion, (i) cause significant competitive harm to Parent or the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Companies and their respective counselbusinesses if the transactions contemplated hereby are not consummated, financial advisors(ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Law, auditors and other authorized representatives and Affiliates shall (A) not be responsible fiduciary duty or liable binding agreement entered into prior to the date of this Agreement. (b) Following the Closing, as soon as available but in no event later than February 14, 2008, Master LLC shall provide to Parent the audited combined consolidated balance sheet of the Companies and the related audited combined consolidated statements of operations, stockholders’ or members’ equity and cash flows of the Companies for personal injuries the period beginning on January 1, 2007 and ending on December 31, 2007. In addition, as soon as available but in no event later than 90 days following the Closing Date, Master LLC shall provide to Parent, the audited combined consolidated balance sheet of the Companies and the related audited combined consolidated statements of operations, stockholders’ or property damage sustained members’ equity and cash flows of the Companies for the period beginning on January 1, 2008 and ending on the Closing Date (such period ending on the Closing Date, the “Stub Period”). In each case, such financial reports shall be accompanied by the Parent’s counsel, financial advisors, auditors report thereon of the Auditors (as such term is defined in the LLC Agreement). The Purchasers and other representatives in connection Master LLC shall cause the Auditors to provide such consents as are required for Parent to comply with the access provided pursuant Exchange Act and the rules and regulations promulgated thereunder, and shall otherwise cooperate with Parent in order that Parent may comply with such obligations in respect of Master LLC. The fees and expenses of the Auditors for preparing the audited financial statements relating to this Section 8.4 and (B) the Stub Period shall be indemnified and held harmless borne by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSParent.

Access to Information. From Upon reasonable advance notice, between the Execution Date until date of this Agreement and the Closing Date, the Company will shall (i) give the Parent, the R&W Insurance ProviderAcquisition Sub, its potential financing sources and the Parent’s its and the R&W Insurance Provider’s their respective counsel, financial advisors, affiliates, auditors and other authorized representatives (collectively, “Acquiror’s Representatives”) reasonable access during normal business hours to the offices, properties, officers, employees, consultants, accountants, advisors, books and records (including all Tax Returns and other representatives, books, records and agreements Tax-related information) of the CompanyCompany and its Subsidiaries, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives Acquiror’s Representatives such financial and operating data and other information (including all Tax Returns and other Tax-related information) relating to the Company, in each of (i) its Subsidiaries and their respective operations as such Persons may reasonably request and (ii)iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to the extent reasonably requested by such Persons. The cooperate with Parent shall use commercially reasonable efforts to cause any and Acquisition Sub in their investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries; provided that such access shall only be provided to the extent that such access would not violate applicable laws or the terms of any Company Contract. Following the Execution Date, Any nonpublic documents and information relating to the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or its Subsidiaries made available to the Parent. Notwithstanding the foregoing, the Parent Holding Corp. and Acquisition Sub pursuant to this Section 5.3, shall not be entitled to perform any subsurfaceheld in strict confidence by Parent, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheldHolding Corp., conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Acquisition Sub and their respective counselaffiliates, financial advisorsexcept that (i) Parent, auditors Holding Corp. and other authorized representatives Acquisition Sub may disclose such information as may be necessary in connection with seeking and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counselobtaining statutory approvals, financial advisorsif any, auditors and other representatives required in connection with the access provided transactions contemplated hereby and (ii) each of Parent, Holding Corp. and Acquisition Sub may disclose any information that it is required by legal process or judicial or administrative order to disclose. None of Parent, Holding Corp. or Acquisition Sub shall, and such parties shall cause each of the Acquiror’s Representatives not to, use any information acquired pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent 5.3 for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSpurpose unrelated to the consummation of the transactions contemplated hereby.

Access to Information. From the Execution Date date hereof until the Closing DateEffective Time (or termination of this Agreement), the Company will (i) shall give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating Representatives full access at reasonable times to the Companyoffices, in each of (i) properties, permits, files, books and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business records of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any newwill furnish to Parent, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives Representatives such financial and Affiliates operating data and other information as such Persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall (A) not be responsible affect any representation or liable to the Parent for personal injuries or property damage sustained warranty given by the Parent’s counselCompany to Parent hereunder and nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of law or any confidentiality agreement in effect as of the date of this Agreement. All nonpublic information provided to, financial advisorsor obtained by, auditors and other representatives Parent in connection with the access provided pursuant to this Section 8.4 and (B) transactions contemplated hereby shall be indemnified "Confidential Information" for purposes of the confidentiality agreement previously executed by or on behalf of Parent and held harmless the Company (the "Confidentiality Agreement"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Offer to Purchase, the other Offer Documents or the Proxy Statement any information that is required by the Parent for any losses suffered by any such Persons law to be disclosed therein in connection with any such personal injuries the purchase of Shares or the solicitation of proxies in connection with the Offer and property damagethe Merger, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSrespectively.

Access to Information. ‌ (a) From and after the Execution Date date hereof until the Closing Dateearlier of the Effective Time or the termination of this Agreement, STEP shall and shall cause its subsidiaries to, subject to compliance with Applicable Laws and the terms of the Confidentiality Agreement, upon reasonable notice, provide the Purchaser Parties and their Representatives access, during normal business hours, to its premises, books, Contracts, records, computer systems, properties, employees and management personnel and will use its reasonable commercial efforts to furnish to the Purchaser Parties such information concerning its business, properties and personnel, including any financial, Tax and operating data, as the Purchaser Parties may reasonably request in order to permit the Purchaser Parties to be in a position to expeditiously and efficiently integrate STEP's business and operations immediately upon, but not prior to, the Company will Effective Date. STEP agrees to use reasonable commercial efforts to keep the Purchaser Parties fully apprised in a timely manner of every circumstance, action, occurrence or event occurring or arising after the date hereof that would be relevant and material to a prudent operator of the business and operations of STEP including, but not limited to, promptly providing the Purchaser Parties with any and all monthly activity reports. (b) STEP agrees to: (i) give the Parent, legal and professional representatives and agents of the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives Purchaser Parties reasonable access during normal business hours to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, STEP's books, records and agreements documents as the Purchaser Parties may reasonably request, provided that STEP is satisfied, acting reasonably, that the confidentiality of the Company, subject matter of the disclosure can be maintained in each case, upon advance written notice and during normal business hours and accordance herewith; and (ii) furnish endeavour to include in the information furnished to the Parent, its counsel, financial advisors, auditors Purchaser Parties information which would reasonably be considered to be relevant for the purposes of the Purchaser Parties' investigation and other authorized representatives such financial not knowingly withhold any information which would make anything contained in the information delivered erroneous or misleading. (c) The Parties acknowledge and operating data and other agree that all information relating provided by or on behalf of STEP to (or at the Company, in each of (idirection of) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation Purchaser Parties pursuant to this Section 8.4 3.7 that is Confidential Information as defined in the Confidentiality Agreement shall remain subject to the provisions of the Confidentiality Agreement. (d) Nothing in the foregoing shall require STEP to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party (provided that STEP shall cause such information, or a summary thereof, to be conducted provided on an anonymized basis) or information which, in the opinion of STEP, acting reasonably, is competitively sensitive (provided that STEP acknowledges and agrees that the Purchaser Parties' external counsel may have access to such manner as not to materially interfere with the conduct of the business of the Company information on a privileged and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives confidential basis in connection with obtaining Regulatory Approvals and provided further). (e) Investigations made by or on behalf of any of the access provided pursuant to Purchaser Parties, whether under this Section 8.4 and (B) shall be indemnified and held harmless 3.7 or otherwise, will not waive, diminish the scope of or otherwise affect any representation or warranty made by the Parent for any losses suffered by any such Persons STEP in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSthis Agreement.

Access to Information. From Chelsea shall give CBC and its representatives reasonable access during normal business hours throughout the Execution Date until period prior to Closing to the Closing Dateoperations, properties, books, accounting records, contracts, agreements, leases, commitments, sales records and other records of and pertaining to the Company will (i) give operation of its business; provided, however, such access shall not unreasonably disrupt Chelsea's normal operation. Chelsea shall furnish to CBC all information concerning Chelsea's affairs as CBC may reasonably request, including, but not limited to, information regarding the Parent, the R&W Insurance Providerstatus of Chelsea's loan agreement with ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Productions, and Chelsea shall provide CBC with such information regarding Chelsea's affairs as CBC reasonably requests. Each party will maintain the Parent’s confidentiality of all the information and materials delivered to the R&W Insurance Provider’s respective other or made available for its inspection by the other hereunder. Nothing shall be deemed to be confidential information that: (a) is known to the party to whom it was disclosed at the time of its disclosure; (b) becomes publicly known or available other than through disclosure by the disclosing party; (c) is received by the party to whom it was disclosed from a third party not actually known by the disclosing party to be bound by a confidentiality agreement with or obligation to the disclosing party; or (d) is independently developed by the party to whom it was disclosed as clearly evidenced by its records. Notwithstanding the foregoing provisions of this Section, a party may disclose such confidential information (x) to the extent required (in the opinion of the disclosing parties independent legal counsel) to comply with applicable laws and regulations, (y) to its officers, directors, employees, representatives, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultantsattorneys, accountants, advisors, other representatives, books, records and agreements agents with respect to the transactions contemplated hereby (so long as such parties are informed of the Companyconfidentiality of such information), in each case, upon advance written notice and during normal business hours and (iiz) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives Governmental Authority in connection with the access provided transactions contemplated hereby. In the event this Agreement is terminated, each party will return to the other all confidential information disclosed pursuant hereto relating to the transactions contemplated hereunder, whether obtained before or after the execution of this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSAgreement.

Access to Information. From (a) During the Execution Date until the Closing DateInterim Period, the Company will REIT shall, and shall cause each REIT Subsidiary to, (i) give the Parent, the R&W Insurance Provider, Purchaser and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other its authorized representatives Representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information relating with respect to the Companybusiness, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in each of accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) and result in the loss of attorney-client privilege; (ii)) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the extent reasonably requested by such Persons. The Parent REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to cause any allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation pursuant to under this Section 8.4 to be conducted in such manner as not to materially interfere with 4.2(a) or otherwise shall affect the conduct representations, warranties, covenants or agreements of the business REIT or the conditions to the obligations of the Company Parties under this Agreement and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive limit or field otherwise affect the rights or laboratory investigations or testing without the prior written consent remedies available hereunder.‌ (b) Each of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon Parties hereto will hold and will cause its authorized Representatives to hold in confidence all documents and information concerning the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.REIT and‌

Access to Information. From the Execution Date until the Closing Date, the Company will (i) give Each of Parent and the ParentCompany shall, and shall cause its respective subsidiaries, officers, directors, employees, representatives, advisors and agents to, afford, from the date hereof to the Effective Time, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultantsrepresentatives, accountantsadvisors and agents of the other party complete access at all reasonable times to its officers, directors, employees, representatives, advisors, other representativesagents, properties, books, records and agreements of the workpapers, and shall furnish each other party all financial, operating and other information and data as Parent or Company, through its officers, employees or agents, may reasonably request and shall promptly furnish to the other monthly operating and financial reports in each case, upon advance written notice and during normal business hours and such form as Parent or the Company shall reasonably request. (ii) furnish The Company, at least three business days prior to the ParentEffective Time, its counsel, shall deliver to Parent a list setting forth the names and locations of each bank or other financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of institution at which the Company and the Subsidiaries has an account (giving the account numbers) or safe deposit box and the names of all persons authorized to draw thereon or have access thereto. (iii) If this Agreement is terminated prior to the Effective Time, each of the parties hereto shall, and shall cause its Subsidiaries. Following the Execution Dateofficers, the Company shall promptly notify the Parent of any newemployees, changes representatives, advisors and agents to, or updates regarding Company Environmental Information that have not been previously provided to or made available deliver to the Parent. Notwithstanding other party, or if requested, destroy, all confidential documents, work papers and other materials, and all copies thereof, obtained by it or on its behalf from such other party as a result of this Agreement or in connection herewith, whether so obtained before or after the foregoing, execution and delivery hereof. (iv) Each of the Parent parties hereto and its officers and employees shall not be entitled to perform disclose or use any subsurfaceinformation so obtained, invasive except as required by applicable law or field or laboratory investigations or testing legal process without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent other party; PROVIDED that any such information may be conditioned upon the Parent’s execution of an access agreement substantially identical disclosed to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, a party's financial advisors, auditors accountants, counsel and other authorized representatives representatives, and Affiliates shall (A) not lenders and regulatory authorities whose approvals are required hereunder, as may be responsible appropriate or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives required in connection with the access provided transactions contemplated hereby, but only if such persons shall be specifically informed by such party of the confidential nature of such information and agree to comply with the restrictions contained herein, and to preserve the confidentiality of any such information obtained. The agreements contained in this Section 7.03(a) do not apply to information that (i) is or becomes generally available to the public other than as a result of a disclosure by a receiving party or its representatives, (ii) becomes available to a party on a non-confidential basis from a source not bound by any duty of confidentiality to the other party or (iii) is independently developed by a receiving party without reference to any confidential information. (v) No investigation pursuant to this Section 8.4 and (B7.03(a) shall be indemnified and held harmless by affect, add to or subtract from any representations or warranties of the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSparties hereto or the conditions to the obligations of the parties hereto to effect the Merger.

Access to Information. From the Execution Date date hereof until the Closing Dateearlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, subject to applicable Law and the terms of any existing Contracts, the Company will (i) give the ParentCompany, the R&W Insurance Provideron one hand, and 142 BC and Acquireco, together, on the Parent’s other hand, shall give each other and the R&W Insurance Provider’s their respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, books and records and agreements Material Contracts of the Company, in each case, upon advance written notice such Party and their Subsidiaries and to its management personnel during normal business hours and (ii) in such a manner as to not unreasonably interfere with the conduct of the business of each respective Party and their Subsidiaries and furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating as the other may reasonably request. Each Party acknowledges that all information provided to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation it under this Section 5.05 or otherwise pursuant to this Section 8.4 Agreement or acquired in connection with the transactions contemplated under this Agreement (the "Confidential Information") is confidential, must be kept confidential and must not be disclosed to any Person at any time or in any manner except: (a) to any Party or to any of the affiliates of a Party that have a bona fide need to be conducted in informed provided that such manner as not to materially interfere with affiliates are advised by the conduct disclosing Party of the business confidential nature of such Confidential Information and agree to be subject to confidentiality obligations no less onerous than those contained in this Agreement. Any breaches of the Company and its Subsidiaries. Following obligations of confidentiality contained in this Agreement by such an affiliate shall be treated as a breach of such obligations by the Execution Date, Party making the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available disclosure to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without affiliate; (b) with the prior written consent of the Stockholders’ Representative (which other Party, such consent shall not to be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall ; (Ac) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access filling, submission or publication of the Filing Statement; (d) to a bank, lender, investor or other financial institution considering the provision of or, which has provided financial accommodation to, a Party or an affiliate of a Party or to a trustee, representative or agent or such a bank, lender, investor or financial institution, in each case who has entered into a confidentiality agreement with the disclosing Party that contains provisions substantially similar to and no less stringent than those contained in this Section and provided that such bank, lender, investor or other financial institution is advised by the disclosing Party of the confidential nature of such Confidential Information; (e) by a Party to a Representative, provided that such Representatives have first been made aware that the Confidential Information is confidential and have agreed to maintain the confidentiality of the Confidential Information. Any breaches of the obligations of confidentiality contained in this Agreement by a Representative shall be treated as a breach of such obligations by the Party making the disclosure to the Representative; and (f) to the extent required by applicable Law or by a lawful requirement of any Governmental Entity having jurisdiction over the Parties or their affiliates provided that any Party that intends to make such required disclosure will (to the extent permitted by applicable Law) provide the other Party with the full written text of the proposed required disclosure at least two (2) Business Days before its first disclosure or publication, unless pursuant to this Section 8.4 and (B) shall applicable Law such required disclosure must be indemnified and held harmless made within a shorter period, in which case the Party intending to make such required disclosure will provide the full written text of the proposed required disclosure to the other Party for as long a period as is practicable in advance of its first disclosure or publication. The Party making such required disclosure will consider in good faith all reasonable amendments to the required disclosure as may be proposed by the Parent for any losses suffered by other Party and will, to the extent practicable in the circumstances, use its reasonable endeavours to obtain assurances from the Governmental Entity that any such Persons required disclosure will be treated confidentially. The Party making a required disclosure will be solely and entirely responsible for the contents of such required disclosure and will include in connection with any such personal injuries the required disclosure a statement as to that Party's sole and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSentire responsibility.

Access to Information. From (a) Upon reasonable advance notice and subject to applicable Laws relating to the Execution Date until the Closing Dateexchange of information, the Company will Partnership shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives, reasonable access during normal business hours (i) give the Parentand, with respect to books and records, the R&W Insurance Providerright to copy) to all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and the Parent’s and the R&W Insurance Provider’s respective counselcorrespondence (in each case, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertieswhether in physical or electronic form), officers, employees, consultants, accountants, advisorscounsel, financial advisors and other representatives, books, records and agreements of the CompanyRepresentatives, in each casecase for integration and operational planning related to the transactions contemplated by this Agreement; provided, upon advance written notice that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. (b) Subject to applicable Laws, from the date of this Agreement until the Effective Time, Parent and the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during normal business hours such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the furnishing party) and (ii) evidence of approval of each Listing Application. (c) Each party shall furnish promptly to the Parentother party all information concerning such party’s relevant business, its counsel, financial advisors, auditors properties and personnel as the other authorized representatives such financial and operating data and other information relating party may reasonably request (including with respect to the Company, scope and basis of such request) for the purpose of confirming that the representations and warranties of such party contained herein are true and correct and that the covenants of such party contained herein have been performed in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parentall material respects. Notwithstanding the foregoing, no party shall be obligated to provide the Parent shall not be entitled other party access to perform any subsurfaceinformation the disclosure of which such party has concluded, invasive or field or laboratory investigations or testing without in its reasonable judgment, may (i) jeopardize the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution protection of an access agreement substantially identical attorney-client privilege, attorney work product protection or other legal privilege available to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and such party or any of its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall relating to such information or (Aii) not would be responsible in violation of a confidentiality obligation to a third party binding on such party or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSof its Subsidiaries.

Access to Information. From the Execution Date until the Closing DateUpon reasonable notice, the Company will (i) give shall provide Parent and its Representatives reasonable access, during normal business hours throughout the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access period prior to the officesFirst Effective Time, to the Company Entities’ properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements personnel, and during such period, the Company shall cause to be furnished promptly to Parent, its Representatives and the Financing Sources all reasonably available information concerning the Company Entities and their respective businesses (including financial information prepared for the Company’s management in the Ordinary Course of Business and information related to planned capital expenditures), as Parent or the Financing Sources may reasonably request, including copies of such information as is necessary for the operation, ownership and management of the Company Entities’ business or information as may be required to permit Parent to satisfy its obligations to any Governmental Authority following the First Effective Time (but in the case of the Financing Sources, only if relevant to the Financing); provided, that Parent and the Financing Sources shall not use any information obtained under this Section 5.6 for any purpose unrelated to the Mergers or the other transactions contemplated hereby; provided, however, that the Company shall not be required to provide any such access or information that in the reasonable, good-faith judgment of the Company would (a) be reasonably likely to result in the disclosure of any trade secrets of third parties or the violation of any Law or any material Contract to which any Company Entity is a party or by which any Company Entity is bound (including any confidentiality obligation of any Company Entity); provided, that the Company shall use commercially reasonable efforts to obtain the required consent of such third party to provide such access or disclosure to the extent permissible under applicable Law, or (b) jeopardize or undermine protections afforded any Company Entity under any legal privilege (including attorney-client privilege); provided, that the Company shall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of such privilege; provided, further, that (i) the Company shall promptly notify Parent in writing if any reason described in the foregoing clauses (a) or (b) is applicable to any request for information and (ii) if any such access or information is limited for the reasons described in the foregoing clauses (a) or (b), Parent and the Company shall use their respective commercially reasonable efforts to establish a process that (through use of steps such as, without limitation, redactions, provision of information to counsel to review and summarize for Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and the Company) shall provide Parent with timely access to the fullest extent possible to the substance of the information described in this Section 5.6. Upon reasonable notice, in each caseParent shall provide the Company and its Representatives reasonable access, upon advance written notice and during normal business hours and (ii) furnish throughout the period prior to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)First Effective Time, to the extent Parent Entities’ books, records and personnel; provided, that the Company shall not use any information obtained under this Section 5.6 for any purpose unrelated to the Mergers or the other transactions contemplated hereby; provided, however, that Parent shall not be required to provide any such access or information that in the reasonable, good-faith judgment of Parent would (A) be reasonably requested likely to result in the disclosure of any trade secrets of third parties or the violation of any Law or any material Contract to which any Parent Entity is a party or by such Persons. The which any Parent Entity is bound (including any confidentiality obligation of any Parent Entity); provided, that Parent shall use commercially reasonable efforts to obtain the required consent of such third party to provide such access or disclosure to the extent permissible under applicable Law, or (B) jeopardize or undermine protections afforded any Parent Entity under any legal privilege (including attorney-client privilege); provided, that Parent shall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of such privilege; provided, further, that (1) Parent shall promptly notify the Company in writing if any reason described in the foregoing clauses (A) or (B) is applicable to any request for information and (2) if any such access or information is limited for the reasons described in the foregoing clauses (A) or (B), the Company and Parent shall use their respective commercially reasonable efforts to establish a process that (through use of steps such as, without limitation, redactions, provision of information to counsel to review and summarize for the Company or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and Parent) shall provide the Company with timely access to the fullest extent possible to the substance of the information described in this Section 5.6. All information obtained by Parent, the Company and their respective Representatives under this Section 5.6 shall be treated as “Evaluation Material” for purposes of the Confidentiality Agreement. Notwithstanding anything herein to the contrary, each Party agrees that it shall not, and shall cause its Representatives not to, prior to the First Effective Time, use any investigation information obtained under this Section 5.6 for any competitive or other purpose unrelated to the consummation of the Mergers; provided, however, that prior to the earlier of the First Effective Time, nothing in this Section 5.6 shall limit any customary disclosures made by Parent and its Affiliates to the Financing Sources, rating agencies, prospective Financing Sources, underwriters, initial purchasers, solicitation agents, existing lenders (and related agents) or otherwise in connection with efforts or activities by Parent or the Financing Sources to obtain the Financing; provided, further, that the recipients of such information and any other information contemplated to be provided by the Company pursuant to this Section 8.4 5.6, agree to be conducted customary confidentiality arrangements, including “click through” confidentiality agreements and confidentially provisions contained in such manner as not to materially interfere with the conduct of the business customary bank books and offering memoranda. Each of the Company and its Subsidiaries. Following the Execution DateParent may, the Company shall promptly notify the Parent of as each deems advisable and necessary, reasonably designate any new, changes to, or updates regarding Company Environmental Information that have not been previously competitively sensitive material provided to the other Party under Section 5.6 or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives Section 5.7 as “Clean Team Information” in connection accordance with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSClean Team Agreement.

Access to Information. From During the Execution Date until the Pre-Closing DatePeriod, upon reasonable notice, subject to applicable Laws, the Company will Acquired Companies shall (iand shall cause the respective Representatives of the Acquired Companies to): (a) give the Parentprovide Representatives of Parent reasonable access, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access in a manner not disruptive to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct operations of the business of the Company and its Subsidiaries. Following the Execution DateAcquired Companies, the Company shall promptly notify the Parent of any newduring normal business hours, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding properties, books, records, Tax Returns, work papers and other documents and information relating to the foregoingAcquired Companies, and (b) furnish promptly to such Representatives all information concerning the Parent shall not be entitled to perform any subsurfacebusiness, invasive or field or laboratory investigations or testing without the prior written consent properties and personnel of the Stockholders’ Representative Acquired Companies as may reasonably be requested and (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an c) provide reasonable access agreement substantially identical to the Access Agreement executed by Parent Acquired Companies’ officers and employees, to the extent such individuals are not members of the Purchaser Group; provided, that nothing herein shall require any of the Acquired Companies to disclose any information or provide access to the Purchaser Parties if such disclosure or access would, in the reasonable judgment of the Company, dated July 24(i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, 2017). To the fullest extent permitted by (ii) violate applicable Law, an obligation of confidentiality owing to a third party or the Stockholdersprovisions of any agreement to which any of the Acquired Companies is a party, (iii) jeopardize any attorney-client, work product doctrine or other legal privilege, or (iv) enable the Purchaser Parties to review or access documents or information that are directly related to any adverse Legal Proceeding between the Company and its Subsidiaries Affiliates on the one hand, and their Parent and its Affiliates, on the other hand. Each Purchaser Party agrees that it will not, and will cause its respective counselRepresentatives not to, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided use any information obtained pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent 6.2 for any losses suffered by competitive or other purpose unrelated to the consummation of the Merger. Each party hereto will hold any such Persons information that is nonpublic in connection with confidence to the extent required by, and in accordance with, the provisions of that certain agreement, dated October 15, 2020 (the “Confidentiality Agreement”), between the Company, Parent and the other party thereto. Nothing in this Section 6.2 will be construed to require the Company or any such personal injuries and property damageof its Subsidiaries or any of their Representatives to prepare any formal reports, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSanalyses, appraisals or opinions in writing.

Access to Information. From the Execution Date until the Closing Date(a) Upon reasonable notice, each of the Company will and Parent shall (iand shall cause each of its Subsidiaries to) give afford to Representatives of the Parentother party reasonable access, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access in a manner not disruptive to the officesoperations of its and its Subsidiaries’ business, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and upon reasonable notice throughout the period prior to the earlier of the Effective Time and the termination of this Agreement, to its and its Subsidiaries’ properties, books and records and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning its and its Subsidiaries’ business as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries or Parent or any of its Subsidiaries to disclose any information to the other party if such disclosure would, in the reasonable judgment of the Company or Parent, as applicable, (i) cause significant competitive harm to it or its Subsidiaries or portfolio companies if the transactions contemplated by this Agreement are not consummated, (ii) furnish violate applicable Law or the provisions of any agreement to which it or any of its Subsidiaries or portfolio companies is a party or (iii) jeopardize any attorney-client or other privilege or trade secret protection. If any of the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation or material furnished pursuant to this Section 8.4 5.3 includes material or information subject to be conducted in the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such manner as not to materially interfere with matters and it is the conduct desire, intention and mutual understanding of the business parties hereto that the sharing of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes such material or information is not intended to, and shall not, waive or updates regarding Company Environmental Information that have not been previously diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24Parent or any of their respective Subsidiaries that is entitled to protection under the attorney-client privilege, 2017). To work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and the fullest extent permitted by Law, the Stockholders, the joint defense doctrine. (b) The Company and Parent each agrees that it will not, and will cause its Subsidiaries and their respective counselRepresentatives not to, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided use any information obtained pursuant to this Section 8.4 5.3 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. (c) Each of Parent and the Company hereby agrees that the confidentiality agreement, dated as of November 21, 2019, between the Company and BC Partners Advisors L.P. (the “Confidentiality Agreement”), (i) shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers and other Representatives hereunder and (Bii) shall be indemnified apply mutatis mutandis with respect to information furnished by Parent, its Subsidiaries and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries Parent’s officers and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSother Representatives hereunder.

Access to Information. From the Execution Date date hereof until the Closing Dateearlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company will (i) give shall, and shall cause each of its Subsidiaries and the officers, directors, employees and agents of the Company and its Subsidiaries, to afford to Parent, the R&W Insurance Provider, and the to Parent’s and the R&W Insurance Provider’s respective directors, officers, employees, accountants, counsel, financial advisors, auditors agents and other authorized representatives (the foregoing, with respect to any Person, its “Representatives”), reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and upon reasonable prior notice from Parent to their respective properties, books and records, and shall, to the extent permitted by applicable Law, as promptly as practicable, furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities laws, and (ii) furnish all other information as Parent may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Post-Sale Company. All information exchanged pursuant to this Section 6.3 shall be subject to the ParentConfidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of their respective obligations thereunder. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its counselSubsidiaries to provide access to, financial advisorsany information or documents which would, auditors and in the reasonable judgment of the Company, (i) constitute a waiver of the attorney-client or other authorized representatives privilege held by the Company or any of its Subsidiaries, (ii) otherwise violate any applicable Laws, (iii) result in a competitor of the Company or any of its Subsidiaries receiving material information which is competitively sensitive or (iv) breach any agreement of the Company or any of its Subsidiaries with any third-party; provided, that with respect to the foregoing clauses (i) through (iv), the Company shall use its commercially reasonable efforts to, as applicable (A) develop an alternative to providing such financial and operating data and other information relating so as to address such matters in a manner that is reasonably acceptable to the Company, (B) obtain the required consent of such third party to provide such access or disclosure, or (C) in each the case of clauses (i) and (ii), enter into a joint defense agreement or implement such other arrangements to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following reasonably determines that doing so would permit the Execution Date, the Company shall promptly notify the Parent disclosure of any new, changes to, such information without jeopardizing such privilege or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by violating applicable Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. (a) From the Execution Date date hereof until the Closing DateClosing, Seller shall, insofar as permitted by law and any applicable contractual limitations, cause to be afforded to Purchaser and its representatives reasonable access to the Company will (i) give the Parent, the R&W Insurance Provider, and the ParentCompany’s and each Subsidiary’s offices, properties, books and records, in each case, during normal business hours, in order that Purchaser may have full opportunity to make such investigations as it may reasonably require of the R&W Insurance Provideraffairs of the Company, provided that any such investigation will only be upon reasonable notice, will not unreasonably disrupt personnel and operations and will be at Purchaser’s respective counsel, financial advisors, auditors sole risk and other authorized representatives reasonable expense. All requests for access to the offices, properties, officersbooks, and records of the Company or any Subsidiary will be made to such representatives of Seller as Seller will designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its representatives will contact or in any way solicit (for any purpose whatsoever) any of the employees, consultantscustomers, accountantssuppliers or other associates or Affiliates of Seller, advisors, other representatives, books, records and agreements of the Company, any Subsidiary or any Joint Venture in each caseconnection with the transactions contemplated hereby, upon advance whether in person or by telephone, mail, email or other means of communication, without the specific prior written notice authorization of such representatives of Seller. All notices and during normal business hours and (ii) furnish to the Parentapplications to, its counselfilings with, financial advisors, auditors and other authorized representatives such financial and operating data and other information contacts with any Government Authority relating to the Companytransactions contemplated hereby will be made by either party only after prior consultation with and approval by the other party, in which approval will not be unreasonably withheld. The Company and Seller may, as each of (i) deems advisable and (ii)necessary, reasonably designate any competitively sensitive material provided to the extent reasonably requested other under this Section 5.2 as for “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such Personsoutside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Seller as the case may be) or its legal counsel. The Parent shall use commercially reasonable efforts to cause All information obtained by any investigation of Purchaser and its employees, agents and representatives pursuant to this Section 8.4 to 5.2 shall be conducted kept confidential in such manner as not to materially interfere accordance with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the ParentConfidentiality Agreement. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurfacenone of Seller, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Lawany Subsidiary or any Joint Venture shall be required to violate any obligation of confidentiality to which Seller, the StockholdersCompany, the Company and its Subsidiaries and any Subsidiary or any Joint Venture is subject or to waive any privilege which any of them may possess in discharging their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided obligations pursuant to this Section 8.4 5.2. (b) Purchaser agrees (i) to hold all of the books and records of the Company, the Subsidiaries and the Joint Ventures existing on the Closing Date and not to destroy or dispose of any thereof for a period of six years from the Closing Date, or such longer period as may be relevant under applicable Law and the relevant statute of limitations, and, thereafter, if it is proposed to destroy or dispose of any of such books and records, to offer first in writing at least 60 days prior to such proposed destruction or disposition to surrender them to Seller and (Bii) at any time and from time to time following the Closing Date to afford Seller, its Affiliates, agents, representatives, accountants and counsel and other advisors, during normal business hours, upon reasonable request, full access to such books, records and other data (including the right to photocopy the same) and to appropriate employees at no cost to Seller (other than for reasonable out-of-pocket expenses); provided that nothing herein will limit any of Seller’s rights of discovery in any event. (c) For a period of six years after the Closing, or such longer period as may be relevant under applicable Law and the relevant statute of limitations, Seller shall be indemnified (i) retain the books and held harmless records of Seller which relate to the Company, the Subsidiaries and the Joint Ventures for periods prior to the Closing and which shall not otherwise have been delivered to Purchaser, the Company or a Subsidiary and (ii) upon reasonable notice, afford the employees, agents and representatives of Purchaser reasonable access (including the right to make photocopies, at the expense of Purchaser, the Company or such Subsidiary), during normal business hours, to such books and records; provided that Purchaser shall reimburse Seller promptly upon demand for all out-of-pocket expenses incurred by the Parent for any losses suffered by any such Persons Seller in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERStherewith.

Access to Information. From the Execution Date until the Closing Date(a) The Company shall afford to Parent and Merger Subsidiary and their respective accountants, the Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors advisors and other authorized representatives reasonable access (the "Parent Representatives") and Parent and Merger Subsidiary shall afford to the offices, properties, officers, employees, consultants, Company and its accountants, advisorscounsel, financial advisors and other representatives, books, records and agreements of representatives (the Company, in each case, upon advance written notice and "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to concerning their respective businesses, properties and personnel as Parent or Merger Subsidiary or the Company, in each of (i) and (ii)as the case may be, to the extent shall reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any request; provided that no investigation pursuant to this Section 8.4 7.1 shall amend or modify any representations or warranties made herein or the conditions to be conducted in such manner as not to materially interfere with the conduct obligations of the business of respective parties to consummate the Company Merger. Parent and its Subsidiaries. Following the Execution DateMerger Subsidiary shall hold and shall use their reasonable best efforts to cause Parent Representatives to hold, and the Company shall promptly notify hold and shall use its reasonable best efforts to cause the Parent of any newCompany Representatives to hold, changes to, or updates regarding Company Environmental Information that have not been previously provided in strict confidence all non-public documents and information furnished to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and Merger Subsidiary or to the Company, dated July 24as the case may be, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access transactions contemplated by this Agreement, except that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking any governmental or shareholder approvals contemplated by this Agreement, and (ii) Parent, Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 8.4 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company to the extent based on the information in such material shall be deleted or destroyed (Band Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to the same extent delete or destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be indemnified and held harmless certified in writing by the Parent for any losses suffered by any an authorized officer supervising such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSdestruction.

Access to Information. From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Execution Date Acquired Companies by Third Parties that may be in the Acquired Companies’ possession from time to time, from the date of this Agreement until the Closing Dateearlier of the Effective Time and such time this Agreement is terminated in accordance with Section 8.01, the Company will (i) give the Parent, the R&W Insurance Providershall, and the Parent’s shall cause its Subsidiaries to, afford to Parent and the R&W Insurance Provider’s respective counselits Representatives reasonable access, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish hours, in such manner as to not interfere with the normal operation of the Acquired Companies, to the ParentAcquired Companies’ respective properties, its counseloffices, financial advisorspersonnel, auditors books and other authorized representatives records, and shall furnish Parent or such Representatives with existing financial and operating data and other information relating concerning the affairs of the Acquired Companies as Parent or such Representatives may reasonably request; provided that such review shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, further, that nothing in this Section 6.05 shall require the Acquired Companies to disclose any information to Parent or its Representatives (i) to the extent related to an Acquisition Proposal, Adverse Recommendation Change, Notice of Superior Proposal Adverse Recommendation Change or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (ii) if such disclosure would, in the reasonable judgment of the Company, (A) result in each a Third Party competitor of the Company receiving information that is commercially sensitive and would cause competitive harm to any Acquired Companies if the Merger is not consummated, (iB) and violate Applicable Law or the provisions of any Contract (ii)including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party or (C) jeopardize any attorney-client or other legal privilege, to work product doctrine or similar protection; provided, however, that the extent reasonably requested by such Persons. The Parent Company shall use its commercially reasonable efforts to cause allow for such access or disclosure in a manner that does result in the events set out in the preceding clauses (A)-(C). Notwithstanding anything herein to the contrary, the Acquired Companies shall not be required to provide access or make any investigation disclosure to Parent pursuant to this Section 8.4 6.05 to be conducted in the extent that such manner as not access or information is reasonably pertinent to materially interfere with the conduct of the business of a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Subsidiaries. Following Affiliates, on the Execution Dateother hand, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent are adverse parties and such disclosure would prejudice the Company. All information obtained by Parent, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Merger Sub and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates Representatives shall (A) not be responsible or liable subject to the Parent for personal injuries or property damage sustained by the Parent’s counselConfidentiality Agreement, financial advisors, auditors and other representatives any such information may be designated Clean Team Information in connection accordance with the Confidentiality Agreement. No investigation or access provided permitted pursuant to this Section 8.4 and (B) 6.05 shall affect or be indemnified and held harmless deemed to modify any representation or warranty made by the Company hereunder or any condition to the obligations of the parties under this Agreement and shall not limit or otherwise affect the rights or remedies of the parties. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 for any losses suffered competitive or other purpose unrelated to the consummation of the Transactions. Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Acquired Companies that may result from requests for access under this Section 6.05 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Applicable Law or as a result of COVID-19 or any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSPandemic Measures.

Access to Information. From the Execution Date until the Closing Date, the (a) The Company will (i) give the Parent, the R&W Insurance Providershall, and shall cause the Parent’s Subsidiary and the R&W Insurance Provider’s respective counselCompany's officers, financial advisorsdirectors, auditors employees and other authorized representatives agents to, afford the officers, employees and agents of Millers and Merger Sub complete access at all reasonable access times to the offices, properties, its officers, employees, consultantsagents, accountantsproperties, advisors, other representativesfacilities, books, records and agreements of contracts and shall furnish Millers and Merger Sub all financial, operating and other data and information as Millers and Merger Sub through their officers, employees or agents, may reasonably request. Millers and Merger Sub will hold and will cause their respective representatives to hold in strict confidence all documents and information concerning the Company furnished to Millers or Merger Sub in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Millers or Merger Sub (or their respective affiliates) prior to its disclosure to Millers or Merger Sub by the Company, (ii) in each casethe public domain through no fault of Millers or Merger Sub or (iii) later lawfully acquired by Millers or Merger Sub (or their respective affiliates) from other sources and will not release or disclose such information to any other person, upon advance written notice except in connection with this Agreement to (i) their respective auditors, attorneys, financial advisors and during normal business hours other consultants or advisors, and (ii) furnish to responsible financial institutions, partnerships and individuals after Millers or Merger Sub, as the Parentcase may be, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially has made reasonable efforts to cause any investigation pursuant such financial institutions, partnerships and individuals to agree to be bound by the provisions of this Section 8.4 7.4 as if the reference to Millers or Merger Sub herein were to them (it being understood that such persons shall be conducted in such manner as not to materially interfere with the conduct informed by Millers or Merger Sub of the business confidential nature of the Company such information and its Subsidiaries. Following the Execution Dateshall be directed by Millers or Merger Sub to treat such information confidentially); provided that Millers, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries Merger Sub and their respective representatives may provide such documents and information in response to judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, financial advisorsis legally required to be furnished, auditors and other authorized representatives provided that Millers or Merger Sub, as the case may be, notifies the Company of its obligation to provide such information prior to such disclosure and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection fully cooperates with the access provided pursuant Company to this Section 8.4 protect the confidentiality of such documents and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.information under applicable

Access to Information. From Subject to compliance with applicable Laws and the Execution Date terms of any existing Contracts, each Party (the “Providing Party”) will afford to the other Party and its Representatives (the “Accessing Party”) until the Closing Dateearlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company will (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable continuing access to the officesCompany Diligence Information or Purchaser Diligence Information, propertiesas applicable, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and reasonable access during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii)upon reasonable notice, to the extent Providing Party’s and its subsidiaries’ businesses, properties, books and records and such other data and information as the Accessing Party may reasonably requested by request, as well as to its management personnel, provided however that (a) such Persons. The Parent access shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially unduly interfere with the ordinary conduct of the businesses of the Providing Party and (b) other than in circumstances where access to or disclosure of any information or documents would not result in the loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the ordinary conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable subsidiaries will also make available to the Parent for personal injuries or property damage sustained Purchaser and its Representatives information reasonably requested by the Parent’s counselPurchaser for the purposes of preparing, financial advisorsconsidering and implementing integration and strategic plans for the combined businesses of the Purchaser and the Company and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, auditors the Purchaser and other representatives the Company each acknowledge that all information provided to it under this Section 4.3, or otherwise pursuant to this Agreement or in connection with the access provided pursuant transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of a Party, whether under this Section 8.4 and (B) shall be indemnified and held harmless 4.4 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Parent for any losses suffered by any such Persons other Party in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSthis Agreement.

Access to Information. From (a) The Seller shall afford to Purchaser reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law, during the Execution Date until period prior to the Closing DateClosing, and solely for purposes of integration planning and in furtherance of the Company will Transaction and the other transactions contemplated by this Agreement, to the properties, books, Contracts, financial and accounting records and personnel files of Seller and its Subsidiaries related to the Business and the Purchased Entities (including those personnel files corresponding to the Business Employees and the Offer Employees and the information listed in Exhibit J (“Key Business Information”); provided, however, that (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access information provided is subject to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours Confidentiality Agreement; and (ii) furnish Seller shall make available, or cause its Subsidiaries to make available, Business Employee and Offer Employee personnel files on an anonymized basis (provided that Seller shall not make, or cause to be made, available medical records, or the results of any drug testing). (b) Purchaser agrees that any investigation undertaken pursuant to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (iaccess granted under Section 5.4(a) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such a manner as not to materially unreasonably interfere with the conduct operation of the business Business or the Retained Businesses, and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the Company and its Subsidiaries. Following employees of the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing Business without the prior written consent of the Stockholders’ Representative (Seller, which consent shall not be unreasonably withheld, conditionedconditioned or delayed. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information where, in the reasonable judgment of Seller, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or delayedcontravene any Laws or contractual obligations, but which consent may be conditioned upon or such information concerns the Parent’s execution valuation of an access agreement substantially identical or future plans for the Business or the Sale Process. (c) At and after the Closing (except to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Lawrelating to Tax matters, the Stockholdersaccess, the Company cooperation and procedures for which are governed exclusively by Article VII), Purchaser shall, and shall cause its Subsidiaries Affiliates to, afford Seller, its Affiliates and their respective counselRepresentatives, financial advisorsduring normal business hours, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable upon reasonable notice, access to the Parent for personal injuries or property damage sustained properties, books, Contracts, records and employees of the Business and the Purchased Entities to the extent that such access may be reasonably requested by the Parent’s counselSeller, financial advisors, auditors and other representatives including in connection with financial statements, reporting obligations and compliance with applicable Laws; provided, however, that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery with respect to the Business and/or the Transaction. (d) ▇▇▇▇▇▇▇▇▇ agrees to hold all the books and records of the Business and the Purchased Entities existing on the Closing Date (except to the extent relating to Tax matters, the procedures and document retention in respect of which are governed exclusively by Article VII) and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date. (e) Notwithstanding anything to the contrary herein, to the extent any Party is obligated to provide another Party physical access provided to books, records, properties, or employees pursuant to this Section 8.4 and 5.4 or otherwise, such Party may instead provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (B) shall be indemnified and held harmless by the Parent for including any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSCovid-19 Measures).

Access to Information. From the Execution Date until the Closing DateThe Company will afford, and will cause Monarch Bank to afford, the Bank, its representatives, counsel, accountants, agents and employees (collectively "Representatives"), access during normal business hours to all of their business, operations, properties, books, files and records and will do everything reasonably necessary to enable the Bank and its Representatives to make a complete examination of the financial statements, books, records, loans and leases, operating reports, audit reports, contracts and documents, and all other information with respect to assets and properties of the Company will and Monarch Bank and the condition thereof, and to update such examination at such intervals as the Bank shall deem appropriate. Such access shall include reasonable access by the Bank or its representatives to auditors' work papers with respect to the business and properties of the Company and Monarch Bank, other than (i) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of documents covered by the Companyattorney-client privilege, in each caseor which are attorneys' work product, upon advance written notice and during normal business hours and (ii) furnish books, records and documents that the Company or Monarch Bank is legally obligated to keep confidential. Such examination shall be conducted in cooperation with the Parent, its counsel, financial advisors, auditors officers of the Company and other authorized representatives in such financial and operating data and other information relating a manner as to the Company, in each of (i) and (ii)minimize, to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere possible consistent with the conduct conducting of a comprehensive examination, any disruption of, or interference with, the normal business operations of the Company and its SubsidiariesMonarch Bank. Following No such examination, however, shall constitute a waiver or relinquishment on the Execution Datepart of the Bank to rely upon the representations and warranties made by the Company herein or pursuant hereto; provided, that the Bank shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by the Company hereunder incorrect in any respect. The Bank will hold in strict confidence all documents and information concerning the Company so obtained (except to the extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement or as may be necessary for the accomplishment of the purposes of such examination) and, if the transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents including all copies shall be returned to the Company. In the event the Merger provided for hereby is not consummated for any reason, the Company Bank shall promptly notify the Parent of not, directly or indirectly: (i) utilize for its own benefit any new, changes to, or updates Confidential Information regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall or Monarch Bank (Aas hereinafter defined) not be responsible or liable (ii) disclose to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by person any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSConfidential Information.

Access to Information. From the Execution Signing Date until to the Closing Date(or during the Deferred Period in the case of information and access related to the Dubai Business), Seller shall cause each Business Group Member to afford to Purchaser and its accountants, counsel and other representatives and Lenders reasonable access, upon reasonable notice during normal business hours, to all the Company will personnel, auditors, properties, books, Contracts, Tax Returns and records of each Business Group Member and the Business (subject to customary access letters) and, during such period, shall furnish to Purchaser any information concerning any Business Group Member and the Business as Purchaser may reasonably request (other than any of the foregoing to the extent related to the negotiation and execution of this Agreement or any proposals from other parties relating to any competing or alternative transactions); provided, however, that Purchaser and its accountants, counsel and other representatives and Lenders shall conduct any such permitted activities in such a manner as not to interfere unreasonably with the business or operations of any Business Group Member; provided further, however, that (i) give no Business Group Member shall be required to provide such access if Seller determines, in its reasonable judgment, that doing so could (A) violate applicable Law, an applicable Judgment or a Material Contract or (B) jeopardize the Parentprotection of an attorney-client privilege, the R&W Insurance Provider, attorney work product protection or other legal privilege (it being understood that Seller and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent Business Group Members shall use commercially reasonable efforts to cause provide such access in a manner that does not violate any investigation such Law, Judgment or Contract or jeopardize any such privilege or protection) and (ii) such access shall not include any Phase II environmental investigations or any other environmental testing or sampling of, at or under any Owned Real Property or Leased Real Property by or on behalf of Purchaser, its accountants, counsel or its other representatives or Lenders. All requests for information made pursuant to this Section 8.4 to 5.02 shall be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available directed to the Parentexecutive officer or other Person designated by Seller. Notwithstanding the foregoingNothing in this Section 5.02 or elsewhere in this Agreement shall be construed to require Seller or any of its Representatives to prepare any reports, the Parent analyses, appraisals or opinions that are not readily available (it being understood that Seller shall not be entitled required to perform prepare any subsurfacefinancial projections, invasive forecasts or field any other prospective or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017pro forma financial information). To the fullest extent permitted No review or investigation by Law, the Stockholders, the Company and Purchaser or its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 5.02 or otherwise shall operate as a waiver or otherwise affect the representations and (B) warranties made by Seller pursuant to this Agreement or the remedies of Purchaser for breaches of those representations and warranties. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇▇▇▇ agrees that it shall be indemnified and held harmless by not have any right to access to Personal Information in the Parent for possession of Seller or any losses suffered by any such Persons in connection with any such personal injuries and property damageSubsidiary of Seller that does not relate to the business, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSoperations, assets, properties or liabilities of the Business.

Access to Information. From (a) During the Execution Date until the Pre-Closing DatePeriod, the Company will (i) give the ParentCompany shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to (A) all of the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, Contracts and records of the Company and agreements of each Subsidiary, (B) data reasonably requested by Parent regarding the Company’s equity incentive awards and related Tax compliance information and (C) all other information concerning the Company, in each casethe Business, upon advance written notice results of operations, accounting methods, product development efforts, properties (tangible and during normal business hours intangible, including Intellectual Property) and personnel of the Company or any Subsidiary as Parent may reasonably request and (ii) furnish the Company shall maintain the virtual data room established in connection with the Original Agreement and provide Parent and its Representatives access thereto; provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (A) to the Parentextent related to an Acquisition Proposal, its counselChange of Recommendation, financial advisors, auditors and other authorized representatives Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such financial and operating data and other information relating to the Company, in each of disclosure would (i) and result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto); provided that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably requested by such Personsrequired for the purpose of complying with applicable Antitrust Laws. The With respect to the information disclosed pursuant to this Section 5.4, Parent shall use commercially reasonable efforts comply with, and shall instruct Parent’s Representatives to cause comply with, all of its obligations under the Confidentiality Agreement. (b) No information or knowledge obtained in any investigation pursuant to this Section 8.4 5.4 shall affect or be deemed to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Datemodify any representation, the Company shall promptly notify the Parent of any newwarranty, changes tocovenant, agreement or updates regarding Company Environmental Information that have not been previously provided to or made available to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERScondition contained herein.

Access to Information. From the Execution Date until the Closing Date, the (a) The Company will shall (iand shall cause each of its Subsidiaries to) give the Parent, the R&W Insurance Provider, and the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access afford to the offices, propertiesdirectors, officers, employees, consultantscounsel, investment bankers, accountants, advisorsagents, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors advisors and other authorized representatives such financial and operating data and other information relating (“Representatives”) of Parent reasonable access, in a manner not materially disruptive to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct operations of the business of the Company and its Subsidiaries. Following , during normal business hours and upon reasonable notice throughout the Execution Dateperiod prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly notify to such Representatives all information concerning the Parent business, properties and personnel of any new, changes to, or updates regarding the Company Environmental Information that have not been previously provided to or made available and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent consummation of the Stockholders’ Representative (which consent transactions contemplated by this Agreement; provided, however, that nothing herein shall not be unreasonably withheldrequire the Company or any of its Subsidiaries to disclose any information to Parent or Merger Sub if such disclosure would, conditioned, or delayed, but which consent may be conditioned upon in the Parent’s execution reasonable judgment of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24(i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, 2017(ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (iii) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries; provided, further, however, that (1) with respect to clauses (i). To the fullest extent permitted by Law, the Stockholders(ii) and (iii) if such information cannot be disclosed pursuant to such clauses, the Company and its Subsidiaries shall disclose as much of such information as is practicable (through redactions, summaries or other appropriate means) without violating the applicable restrictions on disclosure of such information or waiving such privilege and their respective counselshall use reasonable best efforts to obtain any required consents and take such other actions (such as entering into joint defense agreements or other arrangements, financial advisorsas appropriate, auditors so as to allow for such disclosure in a manner that does not result in the loss of attorney-client privilege) to permit such disclosure and (2) nothing herein shall authorize Parent or its Representatives to undertake any invasive environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive or other authorized representatives and Affiliates shall (A) not be responsible or liable purpose unrelated to the Parent for personal injuries or property damage sustained consummation of the transactions contemplated by this Agreement prior to the Parent’s counsel, financial advisors, auditors Effective Time. The Confidentiality Agreement and other representatives any joint defense agreement entered into between the parties in connection with the access provided transactions contemplated hereby shall apply with respect to information furnished hereunder by or on behalf of the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement). Each of Parent and Merger Sub and their respective Affiliates agrees to comply in all material respects with applicable Law with respect of the protection of any Company Employment Data. (b) Until the Unis Closing Date, Parent shall (and shall cause each of its Subsidiaries to) afford to Representatives of the Company reasonable access, in a manner not disruptive to the operations of the business of Parent and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, books and records of Parent and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require Parent or any of its Subsidiaries to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (i) cause significant competitive harm to Parent or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which Parent or any of its Subsidiaries is a party or (iii) constitute a waiver of the attorney-client or other privilege held by Parent or any of its Subsidiaries; provided, further, however, that (1) with respect to clauses (i), (ii) and (iii) if such information cannot be disclosed pursuant to such clauses, Parent and its Subsidiaries shall disclose as much of such information as is practicable (through redactions, summaries or other appropriate means) without violating the applicable restrictions on disclosure of such information or waiving such privilege and shall use reasonable best efforts to obtain any required consents and take such other actions (such as entering into joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney-client privilege) to permit such disclosure and (2) nothing herein shall authorize the Company or its Representatives to undertake any invasive environmental investigations or sampling at any of the properties owned, operated or leased by Parent or its Subsidiaries. The Company agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent 6.2 for any losses suffered competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement prior to the Effective Time. The Confidentiality Agreement and any such Persons joint defense agreement entered into between the parties in connection with any such personal injuries the transactions contemplated hereby shall apply with respect to information furnished hereunder by or on behalf of Parent, its Subsidiaries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERSParent’s Representatives (as defined in the Confidentiality Agreement).