Common use of Access to Information Clause in Contracts

Access to Information. From the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer.

Access to Information. (a) From the date of the execution of this Agreement through until the earlier Closing Date, Seller will use commercially reasonable efforts, subject to the terms of the Closing and such time as this Agreement is terminated in accordance with Article VIIIConfidentiality Agreement, Seller shall cause the Company and the Company Subsidiaries (i) to providegive, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon on reasonable advance prior written notice and during regular normal business hours, Buyer, its counsel, and financial advisors, reasonable access to the offices, properties, assetsbooks and records of such Seller relating (and solely to the extent relating) to the Purchased Assets and (ii) to furnish to Buyer, books, Contracts, insurance policies and business, regulatoryits counsel, financial advisors, auditors and other records, authorized representatives such financial and management operating data and Representatives of other information relating (and solely to the Company, extent relating) to the Purchased Assets as such Persons may reasonably request. Buyer may request from time to time; provided agrees that any such access investigation undertaken pursuant to the access granted under this Section 5.2 ‎‎‎Section 5.02‎(a) shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations operation of Seller’s business. Notwithstanding anything to the Company and the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller shall not be required to cause the Company provide access to, or the Company Subsidiaries to provide otherwise furnish, any information if Seller determines, in its reasonable discretion, that (i) such access if it would unreasonably disrupt be reasonably likely to jeopardize any attorney-client or other similar privilege, (ii) such access would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the operations date of this Agreement, (iii) the information to be accessed is pertinent to any existing or potential litigation between Seller or any of their Affiliates, on the one hand, and Buyer or any of its Subsidiaries Affiliates, on the other hand or (including iv) any information, guidance or advice received by the Company and its Affiliates related to the Company Subsidiaries)transactions contemplated by this Agreement. Notwithstanding anything in this ‎‎‎Section 5.02 to the contrary, would cause a violation Seller shall not be required to grant Buyer access to its Tax Returns for any reason. (b) All requests for access or information by or on behalf of Buyer shall be submitted to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. or such other person(s) as Seller may designate in writing, and none of Buyer or any Contract, would, in the reasonable judgment of its Affiliates or representatives shall communicate with any other employees or officers of Seller or without the Company, result in a loss prior written consent of privilege or trade secret protection or would constitute a violation Seller. For the avoidance of any Applicable Lawdoubt, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, notwithstanding anything contained herein to the extent that contrary, Buyer shall not have access to personnel records of Seller undertake relating to individual performance or evaluation records, medical histories or other information related to employees of Seller. (c) At and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to following the Closing, Seller shall promptly deliver a copy may retain copies of such appraisal the books and records or any other materials included, in the Purchased Assets to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalthe extent Seller determines, including any third-party provider involved in its preparationsole discretion, as that Seller (i) should retain them to comply with applicable Law or (ii) may be reasonably requested by Buyerrequire such copies for Tax purposes.

Access to Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Sellers shall, and shall cause each Acquired Company and each of this Agreement through their respective officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the earlier officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, other facilities, books and records of the Acquired Companies and to those officers, directors, employees, representatives, counsel, auditors and agents of the Acquired Companies who have material knowledge pertaining to the Properties or the Acquired Companies including, without limitation, access to enter upon and investigate the Properties or the Acquired Companies, and (ii) furnish to the officers, directors, employees and authorized agents, auditors, attorneys and representatives of the Buyer such additional financial and operating data and other information regarding the Acquired Companies as the Buyer may from time to time reasonably request; provided, however, that (A) such investigation shall not unreasonably interfere with any of the businesses or operations of the Acquired Companies, (B) the Buyer shall not, prior to the Closing and such time as this Agreement is terminated in accordance Date, have any contact whatsoever with Article VIII, Seller shall cause respect to the Company and the Company Subsidiaries Acquired Companies or with respect to provide, solely in furtherance of the transactions contemplated by this Agreement with any partner, lender, ground lessor, vendor or supplier of the Acquired Companies, except in consultation with the Sellers and then only with the express prior approval of the Sellers, which approval shall not be unreasonably withheld or delayed, and (C) all requests by the Buyer for access or information pursuant to this Section 4.3(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the Sellers. The Buyer shall not be permitted to conduct any invasive tests on any Property without the Sellers' and the other Transaction Agreementsapplicable Acquired Company's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer agrees to indemnify the Sellers from and its Representatives withagainst any and all Losses (as hereinafter defined) suffered by the Sellers as a result of any actions taken by the Buyer with respect to the investigations and inspections contemplated hereby (excluding any Losses associated with any pre-existing Environmental Conditions discovered or identified as a result of the exercise of Buyer's rights under Section 4.12 below). (b) During the preparation, review and dispute resolution time periods contemplated by Section 1.3, upon reasonable advance notice notice, the Buyer shall, and shall cause each Acquired Company (or any successor thereto) and each of their respective officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the officers, directors, employees, auditors, attorneys, authorized agents and representatives of the Sellers reasonable access, during regular normal business hours, reasonable access to the offices, properties, assetsbooks and records of the Acquired Companies (or any successor or successors thereto), books(ii) furnish to the officers, Contractsdirectors, insurance policies employees, auditors, attorneys, authorized agents and business, regulatory, representatives of the Sellers such additional financial and operating data and other records, and management and Representatives of information regarding the Company, Acquired Companies (or any successor or successors thereto) as Buyer the Sellers may request from time to timetime reasonably request to perform its obligations, or avail itself of its rights, contained, in each case, in Section 1.3 hereof; provided provided, however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with any of the normal businesses or operations of the Company Acquired Companies (or any successor or successors thereto). (c) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer of the Acquired Companies after the Closing or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Sellers shall (i) retain the books and records of the Company Subsidiaries. The foregoing notwithstanding, Seller Sellers which relate to the Acquired Companies and their operations for periods prior to the Closing and which shall not be required otherwise have been delivered to cause the Company Buyer or the Company Subsidiaries to provide such Acquired Companies and (ii) upon reasonable notice, afford the officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer and Acquired Companies reasonable access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and right to make photocopies, at the Company Subsidiariesexpense of the Buyer or the Acquired Companies), would cause a violation during normal business hours, following reasonable notice thereof, to such books and records. (d) In order to facilitate the resolution of any Contractclaims made by or against or incurred by the Sellers after the Closing in respect of their ownership of the Acquired Companies or for any other reasonable purpose, wouldfor a period of seven (7) years following the Closing, in the reasonable judgment Buyer shall, and shall cause the Acquired Companies to, (i) retain the books and records of Seller the Buyer or the CompanyAcquired Companies, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Lawas the case may be, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries their operations for periods prior to the ClosingClosing and which shall not otherwise have been retained by the Sellers and (ii) upon reasonable notice, Seller shall promptly deliver a copy afford the officers, directors, employees, authorized agents, auditors, attorneys and representatives of such appraisal the Sellers reasonable access (including the right to Buyer and provide Buyer with access make photocopies, at the expense of the Sellers), during normal business hours, following reasonable notice thereof, to such reasonable books and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerrecords.

Access to Information. (a) From the date of this Agreement through until the Transition Period (or until earlier termination of this Agreement), upon reasonable prior notice, and except as determined in good faith by Seller to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the Closing attorney-client privilege) and such time as this Agreement is terminated in accordance with Article VIIIcontractual confidentiality obligations, Seller shall cause (i) afford the Company and the Company Subsidiaries to provideRepresentatives of Buyer reasonable access, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular normal business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies books and business, regulatory, records that will be Transferred Records and Transferred Regulatory Documentation and (ii) furnish to the Representatives of Buyer such additional financial and operating data and other recordsinformation related to the Business, in each case to the extent readily available to Seller, and management and Representatives prepared or gathered in the ordinary course of the Companybusiness, as Buyer may request from time to timetime reasonably request for purposes ​ ​ of preparing to operate the Business following the Transition Period; provided provided, however, that any the provision of such access pursuant and such data and information shall not (y) unreasonably interfere with any of the businesses, personnel or operations of Seller, or (z) that the Auditors and accountants of Seller or its Affiliates, as applicable, shall not be obliged to this Section 5.2 shall be conducted make any work papers available to any Person except in accordance with Applicable Lawsuch Auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such Auditors or accountants. From the date of this Agreement until the Closing, under except for the supervision parties listed in Section 7.2 of Seller’s personnel and in the Seller Schedules or such a manner as to other parties for whom Seller provides prior written consent (not to be unreasonably interfere withheld, conditioned or delayed), neither Buyer, its Affiliates nor any of their respective Representatives shall contact any employees of, suppliers to, or customers of, Seller in connection with or with respect to this Agreement, any other Transaction Agreement or the normal transactions contemplated hereby and thereby, or (other than in the ordinary course of business consistent with past practice) to otherwise discuss the business or operations of any of the Company Business; provided, further, however, that neither Buyer, its Affiliates nor any of their respective Representatives shall have any contact or discussion with any party (including those parties listed on Section 7.2 of the Seller Schedules or such other party for whom Seller has otherwise provided prior written consent) during the referenced period, without first consulting Seller and its Affiliates, and the Company Subsidiaries. The foregoing notwithstandingapplicable Representatives of Seller and its Affiliates shall be copied on all written correspondence and present for all oral communications and meetings; provided, further, that, with respect to the parties listed on Section 7.2 of the Seller Schedules, any contact or discussion shall be limited to the topics set forth on such Schedule. (b) Notwithstanding anything in this Agreement to the contrary, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries)required, would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to disclose, or cause or seek to cause the disclosure, to Buyer and or its Affiliates or Representatives (or provide Buyer with access to any properties, books or records of Seller that would reasonably be expected to result in the disclosure to such reasonable Persons or others) of (i) any competitively sensitive information or any confidential information relating to Know-How, processes or Patent, Trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and supporting marketing plans, nor shall Seller be required to permit or cause or seek to cause others to permit Buyer or its Affiliates or Representatives to have access to or to copy or remove from the properties of Seller any documents, drawings or other materials that might reveal any such confidential information underlying such appraisal, including or (ii) any third-party provider involved in its preparation, as may be reasonably requested by BuyerPersonal Information of any data subjects for which any necessary notices and/or consents have not been received.

Access to Information. From the date of this Agreement through hereof until the earlier of Closing, the Closing Sellers shall, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Company’s Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawreasonable advance notice to the Sellers’ Representative, under the supervision of Seller’s Sellers’ designated personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Subsidiaries. The foregoing notwithstanding, Seller Business after Closing shall be deemed not be required to cause the Company competitive harm; (ii) jeopardize attorney-client privilege; or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of iii) contravene any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, Contract entered into prior to the extent that Seller undertake and completes an appraisal date of this Agreement. Notwithstanding the assets of the Company or the Company Subsidiaries foregoing, prior to the Closing, Seller Buyer shall promptly deliver a copy not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalany of the Real Property, including any third-party provider involved in its preparationeach case, as may without the prior written consent of the Sellers, which consent shall not be reasonably requested by Buyerunreasonably withheld, delayed or conditioned.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of Buyer, access, during normal business hours during the period prior to the Effective Time, to all of the Company’s and the Bank’s properties, books, contracts, commitments, records, officers, employees, accountants, counsel and other representatives, and, during such period, the Company shall make available to Buyer all information concerning the Company’s and the Bank’s businesses, properties and personnel as Buyer may reasonably request. The Company shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company’s or the Bank’s 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 through Agreement, provided that the earlier Company delivers to Buyer a written log notifying Buyer of the Closing existence of, and the basis for the Company’s withholding of, such time as this Agreement is terminated information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in accordance with Article VIIIwhich the restrictions of the preceding sentence apply. (b) From and after the date hereof until the Effective Time, Seller Buyer, at Buyer’s sole expense, shall cause have the right to attend management and Board loan committee and review meetings of the Company and the Bank as an observer and shall receive, at the same time as the Directors, committee members and other meeting participants, notice of such meetings and copies of any materials distributed to the Directors, committee members and other meeting participants. In connection therewith, Buyer shall have the right of full review on any new loan extended by the Bank in a principal amount in excess of $250,000. (c) No investigation by Buyer or its Representatives shall affect the representations, warranties, covenants or agreements of the Company Subsidiaries set forth herein. (d) Notwithstanding anything contained in this Agreement to providethe contrary, solely in furtherance the Company and Buyer (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement Agreement; provided, however, that neither the Company nor Buyer (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement, or any other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access information to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided extent that any such access pursuant to this Section 5.2 shall be conducted disclosure could result in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller federal or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerstate securities law.

Access to Information. From (a) The Sellers shall (i) provide Purchaser and its Representatives with full access during normal business hours, upon no less than forty-eight (48) hours prior written notice, to all personnel, officers, employees, agents, accountants, properties (including, without limitation, for the date purpose of this Agreement through the earlier environmental testing) and facilities, of the Closing Sellers, the Business, the Purchased Assets and the books and records relating to the Business and the Purchased Assets and (ii) furnish Purchaser and its Representatives with all information and data available to Sellers or prepared in the normal course of business (including, without limitation, copies of Contracts, Plans and other books and records) concerning the Business and operations of the Business and the Purchased Assets as Purchaser or any of such time as this Agreement is terminated Representatives reasonably may request in connection with such investigation. All such information shall be kept confidential in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance terms of the transactions contemplated by Confidentiality Agreement, dated as of September 9, 2010 (the “Confidentiality Agreement”), between Purchaser and Cerberus Capital Management, L.P. In the event of a conflict or inconsistency between the terms of this Agreement and the other Transaction AgreementsConfidentiality Agreement, Buyer the terms of this Agreement will govern. (b) Upon the execution hereof, the provisions of the Confidentiality Agreement shall remain binding and its Representatives in full force, except that the Confidentiality Agreement shall not apply to any documents prepared in connection with or proceeding before or filed with, upon reasonable advance notice and during regular business hoursor other disclosure made to, reasonable access a court, arbitration tribunal or mediation service to enforce Purchaser’s or the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted Sellers’ rights arising in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere connection with the normal operations termination of the Company and the Company Subsidiariesthis Agreement. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, wouldinformation contained herein, in the reasonable judgment Sellers’ Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of Seller the Confidentiality Agreement are incorporated herein by reference. Except as otherwise provided herein, the Sellers shall and shall cause their respective Representatives to, treat after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of Law, including securities regulations) the terms of this Agreement and all nonpublic, confidential or proprietary information concerning the Business, and the Sellers shall not, and shall cause their respective Affiliates and their respective Representatives not to, use such information to the detriment of the Business. None of the Sellers has waived, nor will it waive, any provision of any confidentiality or similar agreement that relates to any of the Business, the Purchased Assets or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerAssumed Liabilities.

Access to Information. From Prior to the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall, and shall cause the Company and the Company its Subsidiaries to provideto, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer give Purchaser and its Representatives withRepresentatives, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, personnel, officers and management and Representatives facilities of the CompanyBusiness (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, as Buyer may request from time to timeand without executing a customary access and indemnity agreement in respect thereto); provided provided, however, that any such access pursuant to this Section 5.2 shall be conducted in accordance a manner that complies with Applicable LawSection 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company businesses of Seller and the Company its Subsidiaries. The foregoing notwithstandingNotwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date of the Original Agreement, neither Seller nor any of its Subsidiaries shall not be required have any obligation to cause the Company make available to Purchaser or the Company Subsidiaries to its Representatives, or provide such access if it would unreasonably disrupt the operations of Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Subsidiaries (including the Company and the Company Subsidiaries)Affiliates or predecessors, would cause a violation of or any Contractrelated material, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, except to the extent that Seller undertake and completes an appraisal of any such Tax Return or related material relates solely to the assets of Transferred Entities, the Company Business or the Company Subsidiaries prior Transferred Assets or (b) any information if making such information available would (i) reasonably be likely to the Closingresult in a waiver of any attorney-client or other legal privilege, or (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or any of its Affiliates is a party) (it being understood that Seller shall promptly deliver a copy of cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalLaw, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerduty or agreement).

Access to Information. (a) From the date of this Agreement through the earlier of hereof until the Closing Date, the Sellers will (and such time as this Agreement is terminated in accordance with Article VIIIwill cause their Affiliates to) (i) give Buyer, Seller shall cause the Company its counsel, financial advisors, auditors and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its authorized Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the Purchased Real Property offices, propertiespreparation plants, assetsunderground mine workings and other facilities and properties of the Purchased Business and the books and records of the Sellers relating to the Purchased Business, books(ii) furnish to Buyer, Contracts, insurance policies and business, regulatoryits counsel, financial advisors, auditors and other recordsauthorized Representatives such financial and operating data and other information relating to the Purchased Business as such Persons may reasonably request and (iii) instruct the employees, counsel and management and Representatives financial advisors of the Company, as Sellers and their Affiliates to cooperate with Buyer may request from time to time; provided that any such access in its investigation of the Purchased Business. Any investigation by Buyer or its authorized Representatives pursuant to this Section 5.2 5.03 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the Company business of the Sellers. Notwithstanding the foregoing, Buyer shall not (A) have access to personnel records of the Sellers relating to individual performance or evaluation records, medical histories or other information which in the Sellers’ good faith opinion is sensitive or the disclosure of which could subject the Sellers to risk of liability or (B) without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed), conduct or cause to be conducted any sampling, testing or otherwise invasive investigation of the air, soil, surface water, groundwater, building materials or other environmental media related to the Purchased Business or the Purchased Assets. Notwithstanding the foregoing, until the Sale Order shall have been entered, except with the prior written consent of the Sellers, Buyer shall not, and shall cause its Affiliates and their respective representatives (including counsel, accountants and financial advisors) not to, initiate or maintain contact with any security-holder, director, officer, employee, partner, manager, member, agent, advisor, representative, customer, supplier, vendor, independent contractor, lender or landlord of the Sellers or any of their Affiliates, in each case, solely with respect to, or relating or referring in any way to the sale of coal. (b) Without limiting the generality of Section 5.03(a), Buyer and the Company Subsidiaries. The foregoing notwithstandingSellers shall, Seller beginning immediately upon the Effective Date and continuing until Closing, conduct a reasonable joint pre-closing review to confirm the quantities of Coal Inventory and the existence and location of the Equipment and Fixed Assets, for the purpose of verifying the same; provided that such pre-closing review shall not be required to cause interfere unreasonably with the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal conduct of the assets business of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerSellers.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company (a) afford Buyer and its representatives reasonable access to and the Company Subsidiaries right to provide, solely in furtherance inspect all of the transactions contemplated by this Agreement properties, assets, premises, books and records, Assigned Contracts and other documents and data related to the other Transaction Agreements, Business; (b) furnish Buyer and its Representatives withwith such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable LawSeller, under the supervision of Seller’s 's personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company and Business or any other businesses of Seller. All requests by Buyer for access pursuant to this agreement shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in Seller's sole discretion: (w) cause significant competitive harm to Seller and its businesses, including the reasonable judgment of Seller Business, if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or the Companyother privilege; or (y) contravene any applicable law, result in a loss of privilege fiduciary duty or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalSeller, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Business. Buyer shall, and shall cause its Representatives to, abide by Buyerthe terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this agreement.

Access to Information. From the date hereof until the Closing or the termination of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIAgreement, Seller shall, and shall cause the Company and the Company Subsidiaries to provideeach Subsidiary to, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives withreasonable access, during normal business hours and upon reasonable advance notice prior notice, to and during regular business hours, reasonable access the right to inspect all of the officesReal Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and business, regulatory, financial Contracts and other recordsdocuments and data related to the Company and its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Company and its Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the CompanyCompany to reasonably cooperate with Buyer in its due diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, as Seller shall permit Buyer may request and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from time the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to time; provided that any the same condition it was in immediately prior to such access testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 5.2 4.02 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment business of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, Company and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in consistent with applicable Law and provisions of leases or other Contracts applicable to such loss or violationinvestigations, if any. In additionBuyer shall and shall cause its Representatives to hold all information received from Seller, to the extent that Seller undertake and completes an appraisal of the assets of the Company or any Subsidiary, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the Company Subsidiaries prior to the Closingterms and conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, Seller shall promptly deliver a copy dated as of such appraisal to March 13, 2014 between Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerSeller.

Access to Information. From Upon reasonable notice to Seller, Buyer --------------------- shall have access, during normal business hours, to Seller's books, records, and files related to the date of Business or the Property, and shall be furnished such information related to the purchase as Buyer may reasonably request for purposes incident to this Agreement through Agreement; provided, however, that (1) such access shall not unreasonably interfere with Seller's business operations; and (2) in the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of event the transactions contemplated by this Agreement are not consummated for any reason, Buyer shall promptly return to Seller any and all documents, theretofore furnished by Seller to Buyer. To the extent not previously provided to Buyer, as soon as practical following execution of this Agreement, Seller shall provide to Buyer or give Buyer access to the following documentation: (1) Copies of all documents of title to titled property, including exceptions thereto, of any kind or description relating to the Real Property, Purchased Assets and Business; (2) Copies of all Permits and contracts; (3) Such other Transaction Agreementsdocuments as are deemed reasonably necessary by Buyer to carry out its due diligence investigation prior to the Closing Date. Until the Closing Date, Buyer and its Representatives withprincipals will retain all such information regarding the Business in confidence, upon reasonable advance notice and during regular business hourswill not disclose such information to any third party other than to authorized agents, reasonable access to the officesattorneys, propertiesaccountants, assets, books, Contracts, insurance policies and business, regulatory, financial Buyer's banks and other recordsnecessary parties without the prior written permission of Seller, and management and Representatives will use such information only for the purposes of completing the Company, as Buyer may request from time to time; provided that any such access pursuant to transactions contemplated by this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violationAgreement. In addition, to any information regarding the extent that Seller undertake and completes an appraisal its subsidiaries beyond the scope of the assets Business being conveyed by Seller to Buyer, shall not be divulged or communicated by Buyer or any of the Company or the Company Subsidiaries prior its principals to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerother person.

Access to Information. From After the date of this Agreement through the earlier of the Closing hereof, subject to any existing confidentiality restrictions and such time as this Agreement is terminated in accordance with Article VIIIto applicable law, Seller shall cause afford to the Company officers, employees and the Company Subsidiaries to provide, solely in furtherance authorized representatives of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withreasonable access during normal business hours, upon reasonable advance notice and during regular business hoursnotice, reasonable access to the offices, properties, assets, books, Contracts, insurance policies properties and business, regulatory, business and financial and other records, and management and Representatives records of the Company, Companies to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized represen tatives such additional information concerning the Companies as shall be reasonably requested. Buyer may request from time to time; provided agrees that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance a manner that shall not interfere unreasonably with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company SubsidiariesCompanies or Seller. The foregoing notwithstanding, All Buyer requests for such access shall be made to such representatives of Seller as Seller shall not designate, who shall be required to cause the Company or the Company Subsidiaries to provide solely responsible for coordinating all such requests and all such access if it would unreasonably disrupt the operations of Seller hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any employees, customers, suppliers or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment other associates or Affiliates of Seller or the CompanyCompanies in connection with the transactions contemplated hereby, result in a loss any manner whatsoever, without prior authorization of privilege such representatives of Seller as Seller may designate (which authorization shall not be unreasonably withheld or trade secret protection delayed). If, as of the date hereof or would constitute a violation at anytime hereafter up to and including the Closing Date, Buyer or its officers, employees or authorized representatives discover any breach of any Applicable Lawwarranty or any inaccuracy of any representation contained in this Agreement, and Buyer covenants that it will promptly so inform Seller in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerwriting.

Access to Information. (a) From the date of this Agreement through the earlier of hereof until the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller the Sellers shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, allow Buyer and its Representatives withofficers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) access (including for inspection and copying) during normal business hours (upon reasonable advance notice and during regular business hoursnotice, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other recordsat mutually agreeable times, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, materially interfere with the operations of the Transferred Companies) to the extent that Seller undertake Representatives, properties, offices and completes an appraisal of the assets other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish Buyer with such financial, operating and other data and information as Buyer may reasonably request; provided, that neither Buyer nor any of its Affiliates or Representatives shall contact any of the Company Subsidiaries Company’s or any of its Subsidiaries’ employees, customers or suppliers without first coordinating such contact with the Company. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers prior to the Closing, Seller or for any other reasonable purpose, for a period of three years after the Closing, Buyer shall: (i) retain the books and records (including personnel files) of the Transferred Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Transferred Companies, and (ii) upon reasonable advance notice (at mutually agreeable times, and in a manner that does not materially interfere with the operations of Buyer), afford the Sellers reasonable access to (including the right to make, at Sellers’ expense, photocopies of), during normal business hours, such books and records, subject to the Sellers entering into reasonable confidentiality agreements. (c) The provisions of this Section 6.3 shall promptly deliver a copy be carried out in accordance with applicable Law relating to the exchange of information, and notwithstanding anything to the contrary in this Agreement, none of the Transferred Companies (or any of their respective Affiliates) shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including party or contravene any third-party provider involved in its preparation, as may be reasonably requested by BuyerLaw.

Access to Information. From (a) Between the date of this Agreement through the earlier of and the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller shall provide, and cause the Company and the Company Subsidiaries Dynegy to provide, Buyer and its Representatives with information as to the Business, the Companies, and the Specified Assets, as reasonably requested by Buyer, provided that, Buyer agrees and acknowledges that Seller’s obligations under this Section 6.1(a), including the obligation to cause Dynegy to take any actions, are expressly subject to and limited by Seller’s rights to such information under the Merger Agreement. Notwithstanding the foregoing, Seller shall not be required to provide any information (A) which Seller reasonably believes it, its Affiliates, Dynegy or any of its Affiliates is prohibited from providing to Buyer by reason of applicable Law, Permit or Order, (B) which constitutes or allows access to information protected by attorney/client privilege, or (C) which Seller, its Affiliates, Dynegy or any of its Affiliates is required to keep confidential or prevent access to by reason of any contract or agreement with a third party, provided that such entity has sought a waiver from such third party. (b) For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof) all nonpublic information in any form or medium, written or oral, concerning Dynegy and its Affiliates and/or the transactions contemplated by this Agreement or Merger Agreement (including all notes, analyses, studies, interpretations, memoranda and other documents, materials or reports that contain, reflect or are based upon, in whole or in part, such information) furnished to or obtained by Buyer and Buyer’s Representatives pursuant to this Section 6.1 or furnished prior to the date hereof in connection with the evaluation and the negotiation of this transaction shall be kept confidential by Buyer and Buyer’s Affiliates and shall not be disclosed to any third parties, except for those of Buyer’s or its Affiliates’ Representatives who reasonably require access to such nonpublic information in connection with the transactions contemplated by this Agreement (so long as Buyer remains liable hereunder for any breach of this provision by any such Representative), and shall be used solely in furtherance for the purpose of achieving the closing of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, nothing herein shall prevent Buyer from sharing such information with ratings agencies, provided that such ratings agencies are informed of the confidential nature of such information and agree to keep such information confidential. In the event this Agreement is terminated as provided in Article IX hereof, Buyer shall return or destroy all such nonpublic information to Seller provided that neither such return nor such destruction shall relieve Buyer of its obligations under this Section 6.1. From and after the Closing, the confidentiality provisions of this Section 6.1(b) shall not apply to Buyer with respect any such information to the extent that it relates to the Business, the Companies or the Specified Assets. For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof), Seller and its Affiliates shall keep confidential all nonpublic information in any form or medium, written or oral, concerning the Business, the Companies and the Specified Assets, and shall not disclose such information to any third parties, except those of Seller’s or its Affiliates’ Representatives who reasonably require access to such non public information in connection with the transactions contemplated by this Agreement, including in connection with the enforcement thereof (so long as Seller remains liable hereunder for any breach of this provision by any such Representative); provided, however, that Seller may disclose such information related to the period prior to the Closing in connection with any financial reporting, compliance with any requirements of Law or Order and for tax purposes. This Section 6.1(b) shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other Transaction Agreementsthan by reason of a breach by either Party of their obligations hereunder. Furthermore, Buyer nothing herein shall be deemed to limit or restrict either Party from disclosing any information (i) in any action or proceeding by such party to enforce any rights it may have against the other Party; (ii) in connection with any interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demands, or any other similar process; and (iii) in connection with routine audits or examinations by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor. (c) As of the Closing Date, each of the Parties shall, and shall cause its Representatives withto, upon reasonable advance notice afford to the other Party, including its Representatives and during regular business hoursAffiliates, reasonable access to the offices, properties, assets, all books, Contracts, insurance policies and business, regulatory, financial and other records, files and management documents to the extent they are related to the Companies and the Specified Assets in order to permit such Party and its Affiliates to prepare and file their 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 proceedings relating to or involving such Party or its Affiliates, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Party and its Affiliates reasonable assistance in connection therewith. Each Party will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to the other Party; provided, however, that in the event that Buyer transfers all or a portion of the business of the Companies or the Specified Assets to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(c). In addition, on and after the Closing Date, at either Party’s request, the other Party shall make available to the requesting Party and its Affiliates and Representatives those employees of the Companyother Party requested by such Party in connection with any proceeding, including to provide testimony, to be deposed, to act as Buyer may request from time witnesses and to timeassist counsel; provided provided, however, that any (i) such access pursuant to this Section 5.2 such employees shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal conduct of the operations of the Company other Party and (ii) the Company Subsidiaries. The foregoing notwithstanding, Seller requesting Party shall not be required to cause reimburse the Company or other Party for the Company Subsidiaries to provide out-of-pocket costs reasonably incurred by such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, Party in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any making such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, employees available to the extent that Seller undertake requesting Party and completes an appraisal its Affiliates and Representatives. (d) As of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller and its Affiliates shall promptly deliver a copy be entitled to retain copies (at Seller’s sole cost and expense) of such appraisal all books and records relating to Buyer its ownership or operation of the Companies, the Business and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe Specified Assets.

Access to Information. From the date of this Agreement through the earlier of the Closing (a) Aon shall and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provideafford to the officers, solely in furtherance employees and authorized representatives of the transactions contemplated by this Agreement Buyer (including independent public accountants, attorneys and the other Transaction Agreements, Buyer and its Representatives withinvestment bankers) reasonable access during normal business hours, upon reasonable advance notice and during regular business hoursnotice, reasonable access to the offices, properties, assetsemployees and business and financial records (including computer files, books, Contracts, insurance policies retrieval programs and business, regulatory, financial and other records, and management and Representatives similar documentation) of the CompanyCompany and the Subsidiaries to the extent Buyer shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided, as Buyer however, that: (i) Aon, the Company and the Subsidiaries shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Aon, the Company or any Subsidiary is subject or to waive any privilege which any of them may request from time to time; provided that any such access possess in discharging their obligations pursuant to this Section 5.2 7.1; (ii) Aon, the Company and the Subsidiaries shall not be required to furnish or otherwise make available to Buyer customer-specific data or competitively sensitive information; and (iii) Buyer shall not, without the prior written consent of Aon, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that: (A) such investigation shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations of Aon, the Company and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement. (b) Prior to the Closing Date, Aon shall, and shall cause the Company and the Subsidiaries to, reasonably cooperate with Buyer with respect to transition matters, including to: (i) provide reasonable access to the employees of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required Subsidiaries in respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Aon/Buyer transition team and cause the Company or the Company Subsidiaries such individuals to provide such access if devote reasonable time to transition matters (it would unreasonably disrupt the operations of Seller or its Subsidiaries being agreed that Aon (including the Company and the Company Subsidiaries) shall not be required to appoint more than 20 employees to such team), would cause ; (iii) devote reasonable office accommodations and related facilities for a violation continuing presence of any Contract, would, in transition team members on the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal premises of the assets Company and the Subsidiaries; (iv) promptly provide the Buyer with copies of all correspondence or written communication among Aon or any of the Company or any Subsidiary, on the one hand, and A.M. Best Company Inc., Standard & Poor’s or ▇▇▇▇▇’▇ Investors Service, Inc., on the other, which relates to the business of the Company or any of the Subsidiaries; and (v) make reasonably available officers of the Company and the Subsidiaries prior to assist the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide its investment bankers in connection with any “due diligence” meetings conducted in connection with any financing transactions entered into by the Buyer in connection with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested the transactions contemplated by Buyerthis Agreement.

Access to Information. (a) From the date of this Agreement through the earlier of hereof until the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withDate, upon reasonable advance notice notice, the Company shall, and during regular business hoursshall cause each Subsidiary (and to the extent it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties, assets, books, Contracts, insurance policies books and business, regulatory, financial records and other records, and management and Representatives key employees of the Company, each Subsidiary and any Joint Venture and (ii) furnish to those officers, employees, and authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer the Purchaser may request from time to timetime reasonably request; provided provided, however, that any such access pursuant to this Section 5.2 or furnishing of information shall be conducted in accordance with Applicable Lawat the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company Business. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for (i) access to offices, properties or books or records of the Company, any Subsidiary or any Joint Venture or (ii) additional financial and operating data or other information regarding the Business shall be directed solely to the Chief Financial Officer of the Company, and the Company SubsidiariesPurchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or counsel of the Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. The foregoing notwithstandingNotwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Company Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Company Subsidiaries date hereof. (b) In order to provide such access facilitate the resolution of any claims made against or incurred by the Seller relating to the Business, for a period of seven (7) years after the Merger or, if it would unreasonably disrupt shorter, the operations of Seller or its Subsidiaries applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (including i) retain the books and records relating to the Business, the Company and the Company SubsidiariesSubsidiaries relating to periods prior to the Merger, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), would cause a violation during normal business hours, to such books and records; provided, however, that the Purchaser shall notify Seller at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Merger in order to provide the Seller the opportunity to access such books and records in accordance with this Section 5.02(b). (c) In order to facilitate the resolution of any Contractclaims made against or incurred by the Purchaser, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or any Subsidiary relating to the Business, for a period of seven (7) years after the Merger or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Business, the Company and the Subsidiaries relating to periods prior to the ClosingMerger which shall not otherwise have been delivered to the Purchaser, either directly or indirectly through the Company or any Subsidiary, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall promptly deliver a copy notify the Purchaser at least thirty (30) days in advance of destroying any such appraisal books and records prior to Buyer the seventh (7th) anniversary of the Merger in order to provide the Purchaser the opportunity to access such books and provide Buyer records in accordance with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 5.02(c).

Access to Information. From (a) Subject to the provision of the Confidentiality Agreement, from the date of this Agreement through the earlier of hereof until the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller hereto shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer promptly (i) give Purchaser and its Representatives withrespective counsel, upon reasonable advance notice financial advisors, accountants, auditors and during regular business hours, other authorized representatives reasonable access to the offices, properties, assets, books, Contracts, insurance policies Books and business, regulatory, financial and other records, and management and Representatives of Records relating to the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company Business and the Company Subsidiaries. The foregoing notwithstandingPurchased Assets, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries upon reasonable prior notice, (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements but only in a manner that does not result cause disruption to Seller's business activities and only in accordance with Seller's site security regulations then in effect), (ii) make available to Purchaser and its counsel, financial advisors, auditors and other authorized representatives such loss or violation. In additionfinancial and operating data and other information relating to the Business and the Purchased Assets, as Purchaser may reasonably request and (iii) instruct its directors, officers, key employees, counsel, auditors and financial advisors to cooperate with Purchaser's directors, officers, key employees, counsel, financial advisors, auditors and other authorized representatives; provided, however, that if Seller reasonably believes that the disclosure of any information hereunder would violate any Applicable Law, then Seller shall be entitled not to disclosure such information, and the parties agree to negotiate in good faith alternative means of disclosure, if possible, that would not violate Applicable Law. (b) Seller agrees that from and after the Closing Date, it will permit Purchaser and its representatives, in accordance with the procedures set forth in paragraph 7.07(a) above, to have access to and to examine and take copies of its Books and Records which are not delivered to Purchaser pursuant hereto and which directly relate to the extent that Seller undertake Business and completes an appraisal the Purchased Assets occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of the assets of the Company transactions or the Company Subsidiaries events occurring prior to the Closing. All Books and Records of the Seller relating to the Business and the Purchased Assets as conducted by Seller before the Closing Date and not delivered to Purchaser pursuant hereto will be preserved by Seller for a period of not less than seven years following the Closing Date, Seller shall promptly deliver a copy of or such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, longer period as may be reasonably requested required by BuyerApplicable Law; provided, however, that Seller shall provide written notice to Purchaser after the expiration of such seven year period if Seller desires to dispose of or destroy such Books and Records and shall provide Purchaser with the right to copy or take possession of such Books and Records. (c) Purchaser agrees that from and after the Closing Date, it will permit Seller and its representatives, in accordance with the procedures set forth in paragraph 7.07(a) above, to have access to and take copies of all Books and Records of Seller which are delivered to Purchaser pursuant to this Agreement. All such Books and Records delivered to Purchaser will be preserved by Purchaser for a period of not less than seven years following the Closing Date, or such longer period as may be required by Applicable Law; provided, however, that Purchaser shall provide written notice to Seller after the expiration of such seven year period if Purchaser desires to dispose of or destroy such Books and Records and shall provide Seller with the right to copy or take possession of such Books and Records.

Access to Information. From the date of this Agreement through (a) Subject to Section 4.4 hereof, until the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article VIIIAgreement, Seller shall cause its officers, directors, employees and other agents to afford the Company officers, directors, employees and the Company Subsidiaries to provide, solely in furtherance other agents of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access during normal business hours to the officesofficers, directors, employees, agents, properties, assets, books, Contracts, insurance policies and business, regulatory, financial offices and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. The foregoing notwithstandingIn exercising its rights hereunder, Seller Buyer shall conduct itself so as not be required to cause interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company Subsidiaries)or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, would cause a violation of including projections, financial or other information relating thereto or (B) if doing so could violate any Contract, would, in the reasonable judgment of Contract or Law to which Seller or any of its Affiliates (including the Company, Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or trade secret protection (ii) consolidated, combined, unitary or would constitute a violation similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries. (b) After the Closing, upon reasonable written notice, Buyer shall furnish or cause to be furnished to Seller and its counsel, agents and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries as is necessary for (i) any financial reporting and accounting matters, the preparation and filing of any Applicable Law, and in any such eventTax Return, the parties defense of any Tax claim or assessment, or in connection with any disclosure obligation or the defense of any Action, or (ii) with Buyer’s consent, which shall use commercially not be unreasonably withheld or delayed, any other reasonable efforts business purpose. Seller shall reimburse the Company for reasonable out-of-pocket costs and expenses incurred in assisting Seller pursuant to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to this Section 4.5(b). (c) To the extent that permitted by applicable Laws, within one (1) Business Day after the date of this Agreement, Seller undertake and completes an appraisal of shall provide, or shall cause the assets Company to provide, Buyer with the information called for by the templates attached hereto as Exhibit C for each employee of the Company or and its Subsidiaries other than Canadian employees and temporary employees (the Company Subsidiaries prior to the Closing, Seller “Employee Data”). The Employee Data shall promptly deliver a copy of such appraisal be provided to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved electronically in its preparation, as may be reasonably requested by Buyer.Microsoft Excel

Access to Information. From the date of this Agreement through hereof until the earlier Closing, Seller shall, and shall cause each of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and management other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably materially interfere with the normal operations of the Company and Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to disclose any information to Buyer if such disclosure would: (x) cause the Company or the Company Subsidiaries material competitive harm to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries)Seller, would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or trade secret protection other legal privilege; or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior Prior to the Closing, Seller without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall promptly deliver a copy not contact any suppliers to, or customers of, the Company. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe Real Property without the prior written consent of Seller.

Access to Information. From the date of this Agreement through (a) Until the earlier of the Closing and such time as the termination of this Agreement is terminated in accordance with Article VIII, Seller to the extent permitted by Law and COVID-19 Measures, the Company shall and shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, to afford the Representatives of Buyer reasonable access during normal business hours to the officesService Providers, properties, assetsoffices and other facilities, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives records of the Company, to the extent reasonably required for Buyer to (i) prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, (ii) plan for the integration of the Company’s business with the business of Buyer may request from time to time; provided that following the Closing and (iii) otherwise facilitate the consummation of the Transactions. No information or knowledge obtained by Buyer during the pendency of the Transactions in any such access investigation pursuant to this Section 5.2 6.09 shall affect or be conducted in accordance with Applicable Lawdeemed to modify any representation, warranty, covenant, condition or obligation under this Agreement. Notwithstanding the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of foregoing, the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall will not be required to cause provide any information that the Company reasonably determines in its good faith, based on the advice of the Company’s counsel, constitutes information protected by attorney-client or other similar privilege; provided that, the Company Subsidiaries will attempt in good faith to provide such access if it would unreasonably disrupt the operations of Seller or use its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute such alternative arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested necessary to provide the relevant information to Buyer in a way that would not jeopardize such privilege. All information provided by the Company to Buyer hereunder will be kept confidential in accordance with the Confidentiality Agreement. (b) Until the earlier of the Closing and the termination of this Agreement in accordance with Article VIII, without the prior written consent of the Company (which consent will not be unreasonably withheld, conditioned or delayed), and except to the extent reasonably necessary for Buyer to prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, Buyer will not, and will cause its controlled affiliates and their respective officers, directors, employees and other Representatives not to, contact any Company Employees, customers, suppliers, landlords and other persons having material business relationships with the Company in connection with or pertaining to the Transactions or such person’s business relationship with the Company. In the event the Company provides such consent, a management employee of the Company will at all times be permitted to accompany Buyer’s Representative(s) to any meeting with such person and to participate with Buyer’s Representative(s) in any such discussions. (c) Except as prohibited by applicable Law, at any time after the Closing Date and until the sixth anniversary of the Closing Date, Buyer (or the SPAC Surviving Entity) will provide or cause to be provided to either of the Members and their respective affiliates and Representatives, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of Buyer, the SPAC Surviving Entity or the Company that relates to the operation of the Business prior to the Closing and that such Member reasonably needs (i) to prepare its financial statements and Tax Returns or (ii) to comply with reporting, disclosure, filing or other requirements imposed on such Member (including under applicable securities and Tax Laws) by a Governmental Entity.

Access to Information. From the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller The Sellers shall cause the Company and the Company its Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer afford Purchaser and its Representatives withaccountants, upon reasonable advance notice counsel and during regular business hours, other representatives reasonable access to (a) all of the offices, properties, assets, books, Contracts, insurance policies commitments and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations records of the Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (b) all other information concerning the Company Subsidiaries. The foregoing notwithstandingbusiness, Seller shall not be required properties and personnel (subject to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations restrictions imposed by applicable law) of Seller or its Subsidiaries (including the Company and its Subsidiaries as Purchaser may reasonably request, and (c) the executive Senior Managers of the Company Subsidiaries), would cause a violation of and any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets additional Employees of the Company or the Company its Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerPurchaser. The Sellers shall cause the Company and its Subsidiaries to provide to Purchaser and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided, however, that no information discovered through the access afforded by this Section 6.1 shall (x) limit or otherwise affect any remedies available to the Party receiving such notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be deemed to amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. For the avoidance of doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Sellers or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnified Party to be entitled to indemnification hereunder.

Access to Information. From (a) During the date of this Agreement through Pre-Closing Period, the earlier of Sellers and the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller Warrantors shall cause the Company and each Subsidiary to afford the Company Subsidiaries to provideofficers, solely in furtherance attorneys, accountants, tax advisors, lenders and other authorized representatives of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, reasonable access upon reasonable advance notice and during regular normal business hourshours to all personnel, reasonable access to the offices, properties, assetsbooks and records of the Company and the Subsidiaries, booksso that the Buyer may have full opportunity to make such investigation as it shall reasonably request of the management, Contracts, insurance policies and business, regulatoryproperties and affairs of the Company and the Subsidiaries, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Sellers and the Warrantors shall cause the Company and each Subsidiary to furnish to the Buyer such financial and operating data and other records, and management and Representatives information as to the business of the CompanyCompany and the Subsidiaries as the Buyer shall reasonably request. (b) Within [**] Business Days after the end of each month ending prior to the Closing, beginning with May 31, 2013, the Sellers shall cause the Company to furnish to the Buyer an unaudited income statement for such month and a balance sheet as Buyer may request from time to time; provided that any of the end of such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Lawmonth, under the supervision of Seller’s personnel and in such prepared on a manner as to not to unreasonably interfere basis consistent with the normal Financial Statements. Such financial statements shall present fairly the consolidated financial condition and results of operations of the Company and the Company Subsidiaries. The foregoing notwithstandingSubsidiaries as of the dates thereof and for the periods covered thereby, Seller shall not and shall, in all material respects, be required to cause consistent with the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations books and records of Seller or its Subsidiaries (including the Company and the Subsidiaries. At the request of the Buyer, and at the Buyer’s expense, the Company Subsidiaries), would cause a violation shall cooperate with the Buyer (through the engagement of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege ’s auditors or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably otherwise requested by the Buyer) in reconciling such monthly financial statements with GAAP.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article VIIIits terms, Seller shall cause the Company Acquirer and the Target Company Subsidiaries shall (a) provide to providethe Other Party, solely in furtherance of the transactions contemplated by this Agreement its legal counsel and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the its offices, propertiesproperties and Books and Records, assets(b) furnish to the Other Party, books, Contracts, insurance policies and business, regulatory, financial its legal counsel and other recordsRepresentatives such information relating to its business as such Persons may reasonably request and (c) cause its employees, and management legal counsel, accountants and Representatives of the Company, as Buyer may request from time Target Company to timereasonably cooperate with the Other Party in its investigation of its business; provided that any such access no investigation pursuant to this Section 5.2 (or any investigation prior to the date hereof) shall affect any representation or warranty given hereunder and, provided further, that any investigation pursuant to this Section shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the Company and Other Party’s business. Neither the Company Subsidiaries. The foregoing notwithstandingAcquirer, Seller the Target Company, nor any their respective Subsidiaries shall not be required to cause the Company provide access to or the Company Subsidiaries to provide disclose information where such access if it or disclosure would unreasonably disrupt jeopardize the operations protection of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of attorney-client privilege or trade secret protection or would constitute a violation of contravene any Applicable Law, and in any such event, Law (it being agreed that the parties shall use commercially their reasonable best efforts to make appropriate substitute arrangements cause such information to be provided in a manner that does would not result in such loss jeopardy or violationcontravention. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior Prior to the Closing, Seller Acquirer and its Representatives shall promptly deliver not contact or communicate with the employees, contractors, customers, suppliers, regulators and other business relations of the Target Company in connection with the transactions contemplated hereby except (i) in connection with obtaining any Consent required in connection with this Agreement or the transactions contemplated hereby, or (ii) with the prior written consent of the Target Company (which shall not be unreasonably withheld, conditioned or delayed), provided that the Target Company shall have the right to have a copy of Representative present during any such appraisal to Buyer and provide Buyer with access contact in the event that it consents to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyercontact.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall, and shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (w) cause the Company or the Company Subsidiaries significant competitive harm to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including Seller, the Company and their respective businesses if the Company Subsidiaries), would cause a violation of transactions contemplated by this Agreement are not consummated; (x) jeopardize any Contract, would, in the reasonable judgment of Seller attorney-client or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of other privilege; (y) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and completes an appraisal of the assets of the Company or the Company Subsidiaries prior any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalSeller, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive, destructive or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives to, abide by Buyerthe terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.02.

Access to Information. From Subject to the date confidentiality provisions of this Agreement through Section 7.4, during the earlier Interim Period, the Company shall, and shall instruct each Company Subsidiary and each of its and their respective Representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable times during normal business hours, upon reasonable prior notice, (x) to the officers, employees, agents, properties, offices and other facilities of the Closing Company or such Company Subsidiary, and (y) to the books and records thereof (which access, for the avoidance of doubt, shall include the ability of Parent and Merger Sub to conduct reasonable transition and integration planning activities), (ii) use commercially reasonable efforts to arrange meetings for Parent, Merger Sub and any Parent Representative with the Company’s and its Subsidiaries’ customers and suppliers with a Company Representative present or participating; provided, however, that the foregoing shall not limit Parent’s or Merger Sub’s ability to conduct meetings or other communications with the Company’s and its Subsidiaries’ customers and suppliers to the extent such time as this Agreement is terminated meetings or other communications are conducted in accordance with Article VIIIthe ordinary course of Parent’s or Merger Sub’s respective businesses, Seller shall and (iii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries to provideas Parent, solely in furtherance of Merger Sub or any Parent Representative may reasonably request; provided, however, until the transactions contemplated by this Agreement and the other Transaction AgreementsEffective Time, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause (x) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the NDA or any similar agreement with respect to such information or (y) provide access to or furnish any information (I) that is a trade secret, (II) that the Company reasonably believes constitutes commercially sensitive information for which adequate assurance of permitted uses has not been obtained or (III) if doing so would unduly disrupt Company operations, violate any applicable Law or Company Contract, or where such access to information would constitute the waiver of an attorney-client privilege so long as the Company Subsidiaries has taken all reasonable steps to provide permit inspection of or to disclose such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause information on a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner basis that does not result in compromise the Company’s or any Company Subsidiary’s privilege with respect thereto; provided, however, that such loss access and information shall be disclosed or violation. In additiongranted, as applicable, to external counsel for Parent to the extent that Seller undertake and completes an appraisal required for the purpose of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer complying with access to such reasonable and supporting information underlying such appraisalapplicable Laws, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerAntitrust Laws.

Access to Information. From (a) Between the date Execution Date and the Closing or the earlier termination of this Agreement through Agreement, the earlier of the Closing Sellers shall, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and its Subsidiaries to, (i) afford to the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, representatives reasonable access to the offices, all of its properties, assetsbooks, Contracts and records, (ii) furnish to the Buyer all information concerning the properties, books, Contracts, insurance policies records and business, regulatory, financial personnel of the Company and other recordsits Subsidiaries as Buyer may reasonably request (including the work papers of the Company’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and management (iii) instruct the Company’s representatives to cooperate with the Buyer and Representatives its representatives in Buyer’s reasonable investigation; provided, however, that the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any Law requires the Company and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Buyer or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to Sellers, the Company, any of its Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (iv) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 6.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and/or the relevant Subsidiary. Prior to the Closing, without the prior written consent of the Company, Buyer shall not contact any suppliers to, or customers of, the Company or any of its Subsidiaries, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer. (b) Between the Execution Date and the Closing or the earlier termination of this Agreement, the Buyer shall, and shall cause its Subsidiaries to, (i) afford to the Company and its representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the Company all information concerning the properties, books, Contracts, records and personnel of the Buyer and its Subsidiaries as the Company may reasonably request (including the work papers of the Buyer’s independent accountants upon receipt of any required consent from time the Company’s independent accountants), and (iii) instruct the Buyer’s representatives to timecooperate with the Company and its representatives in Company’s reasonable investigation; provided provided, however, that the Buyer and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Buyer’s sole discretion, (A) any Law requires the Buyer and/or the relevant Subsidiary to restrict or prohibit access to any such access properties or information, (B) the disclosure of such information to the Company or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to the Buyer, any of its Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (D) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 5.2 6.02(b) shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal business of the assets of Buyer and/or the Company or the Company Subsidiaries prior relevant Subsidiary. Prior to the Closing, Seller without the prior written consent of the Buyer, Company shall promptly deliver a copy not contact any suppliers to, or customers of, the Buyer or any of such appraisal its Subsidiaries, and Company shall have no right to Buyer and provide Buyer with access perform invasive or subsurface investigations of the Leased Real Property. (c) All information shared between the Parties pursuant to such reasonable and supporting information underlying such appraisalthe shall be subject to the Mutual Non-Disclosure Agreement dated August 31, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer2020 (the “Mutual NDA”).

Access to Information. (a) From the date of this Agreement through the earlier of hereof until the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, upon reasonable notice, Seller shall cause the Company each of its Affiliates, officers, directors, employees, agents, representatives, accountants, counsel and the Company Subsidiaries financial advisors to provide(i) give Buyer, solely in furtherance of the transactions contemplated by this Agreement its counsel, financial advisors, auditors and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and authorized representatives full access during regular normal business hours, reasonable access hours to the offices, properties, assetsbooks and records of the Business, books(ii) furnish to Buyer, Contracts, insurance policies and business, regulatoryits counsel, financial advisors, auditors and other records, authorized representatives such financial and management operating data and Representatives of other information relating to the Company, Business as Buyer such Persons may request from time to timetime reasonably request and (iii) instruct the officers, directors, employees, agents, representatives, accountants, counsel and financial advisors of Seller or any of its Affiliates to cooperate with Buyer in its investigation of the Business; provided PROVIDED, HOWEVER, that any such access investigation pursuant to this Section 5.2 5.02 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations Business and shall be subject to the terms of the Company Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by either Seller or the Majority Stockholder hereunder or the Voting Agreement, respectively. (b) On and after the Closing Date, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Buyer, Buyer's Affiliates and the Company Subsidiaries. The foregoing notwithstandingBusiness. (c) On and after the Closing Date, Seller shall not be required will, for a period of seven (7) years after the Closing Date (i) retain the books of account, financial and other records (including accountants' work papers) of Seller that relate to cause the Company or Business and the Company Subsidiaries Purchased Assets for periods prior to provide such access if it would unreasonably disrupt the operations Closing in a manner reasonably consistent with prior practice of Seller or send such books and records to Buyer, who shall retain such books and records for such period and (ii) afford promptly to Buyer and its Subsidiaries agents reasonable access to its books of account, financial and other records (including the Company and the Company Subsidiariesaccountant's work papers), would cause a violation of any Contractinformation, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, employees and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or 44 any other reasonable business purpose relating to the Business; PROVIDED that Seller undertake and completes an appraisal any such access by Buyer shall not unreasonably interfere with the conduct of the assets businesses or operations of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerSeller.

Access to Information. (a) From the date of this Agreement through until the earlier consummation of the Closing Offer, the Company will give Purchaser and its authorized representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and operations and to all books, records, documents, contracts, and financial statements of it and its subsidiaries, will permit Purchaser to make such inspections as it may reasonably require and will cause its officers and those of its subsidiaries to furnish Purchaser with such financial and operating data and other information with respect to its business and properties as Purchaser may from time as this Agreement is terminated in accordance with Article VIII, Seller shall cause to time reasonably request. (b) Purchaser acknowledges that information received by it or them concerning the Company and its operations is subject to the Confidentiality Agreement dated September 18, 2000 between Purchaser and the Company Subsidiaries (the "CONFIDENTIALITY AGREEMENT"). Without limiting the foregoing, Purchaser will not, and will cause their representatives not to, use any information obtained pursuant to provide, solely in furtherance Section 7.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access Agreement. Subject to the officesrequirements of law, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other recordsPurchaser will keep confidential, and management will cause their representatives to keep confidential, all information and Representatives documents obtained pursuant to Section 7.4 unless such information (i) was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of the Company, or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, Purchaser shall promptly cause all copies of documents or extracts thereof containing information and data as Buyer may request from time to time; provided the Company to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be consummated and Purchaser or any such access of its agents or representatives are requested or required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the materials delivered or obtained pursuant to this Section 5.2 Agreement (the "COMPANY DOCUMENTATION"), Purchaser shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of provide the Company and with prompt written notice of any such request or requirement so that the Company Subsidiariesmay seek a protective order or other appropriate remedy. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, wouldIf, in the reasonable judgment absence of Seller a protective order or the Companyother remedy, result in a loss Purchaser or any of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer.agents or

Access to Information. (a) From the date of this Agreement through until the earlier consummation of the Closing Sale, the Gilat Parties will, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall will cause the Company and the Company Subsidiaries other Gilat Business Entities to, give Purchaser and its authorized agents and representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to provideall facilities, solely in furtherance personnel and operations and to all books, records, documents, contracts, and financial statements relevant to the conduct of the Business, and will permit Purchaser to make such inspections as it may reasonably require and will cause the executive officers of each of the Gilat Business Entities to furnish Purchaser with such financial and operating data and other information with respect to the Business as Purchaser may from time to time reasonably request. (b) Purchaser agrees that information received by it concerning the operations of the Business shall be considered confidential and Purchaser will not, and will cause its agents and representatives not to, use any information obtained pursuant to Section 6.5(a) for any purpose unrelated to the consummation of the transactions contemplated hereby. Subject to the requirements of Law, Purchaser will keep confidential, and will cause its agents and representatives to keep confidential, all information and documents obtained pursuant to Section 6.5(a) unless such information (i) was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of Seller or Gilat Israel, or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated hereby shall otherwise fail to be consummated, Purchaser shall promptly cause all copies of documents or extracts thereof containing information and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access data as to the officesCompany to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be consummated and Purchaser or any of its agents or representatives are requested or required (by oral questions, propertiesinterrogatories, assetsrequests for information, booksor documents in legal proceedings, Contractssubpoena, insurance policies and businesscivil investigative demand, regulatory, financial and or other records, and management and Representatives similar process) to disclose any of the Company, as Buyer may request from time to time; provided that any such access materials delivered or obtained pursuant to this Section 5.2 Agreement (the "Business Documentation"), Purchaser shall be conducted in accordance provide Seller with Applicable Law, under prompt written notice of any such request or requirement so that the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company Gilat Parties or the Company Subsidiaries to provide such access if it would unreasonably disrupt other Gilat Business Entities, as the operations of Seller case may be, may seek a protective order or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, wouldother appropriate remedy. If, in the reasonable judgment absence of Seller a protective order or other remedy, Purchaser or any of its agents or representatives are compelled to disclose any of such Business Documentation to any tribunal or else stand liable for contempt or suffer other censure or penalty, Purchaser or its agents or representatives, as the Companycase may be, result in a loss may, without liability hereunder, disclose to such tribunal only that portion of privilege or trade secret protection or would constitute a violation of any Applicable Lawthe Business Documentation which counsel for the Gilat Parties advises is legally required to be disclosed; provided, and in any such event, the parties that Purchaser shall use exercise commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In additionpreserve the confidentiality of the Business Documentation, including, without limitation, by cooperating with the Gilat Parties and the other Gilat Business Entities, as the case may be, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of Business Documentation by such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyertribunal.

Access to Information. From (a) Subject to Applicable Law, upon reasonable notice, the date of this Agreement through Company shall (and shall cause the earlier Company Subsidiaries and the officers, directors, employees and agents of the Closing Company and such time each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers, employees, agents, properties, books, Contracts and records and shall furnish Parent and Merger Sub all financial, operating and other data and information in the Company’s or any Company Subsidiary’s possession or control as this Agreement is terminated in accordance with Article VIIIParent and Merger Sub through their officers, Seller shall cause employees or agents, may reasonably request, provided, however, that the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company provide access to any information or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, documents which would, in the reasonable judgment of Seller the Company after consultation with its outside legal counsel (i) breach any Contract with any Person or the Companyviolate any Applicable Law, or (ii) result in a loss or waiver of the attorney-client or other privilege held by the Company or trade secret protection any Company Subsidiary (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or would constitute a violation of any Applicable Lawdocuments pursuant to clause (i) or clause (ii) above, and in any thereafter the Company and Parent shall reasonably cooperate to cause such event, the parties shall use commercially reasonable efforts information to make appropriate substitute arrangements be provided in a manner that does would not result reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction); provided, further, that any access or investigation pursuant to this Section 6.03(a) shall be conducted in such loss or violation. In addition, a manner as not to interfere unreasonably with the extent that Seller undertake business and completes an appraisal of the assets operations of the Company or any Company Subsidiary. (b) No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.03 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company Subsidiaries prior in this Agreement. (c) Any access granted pursuant to this Section 6.03 shall be subject to the ClosingCompany’s reasonable security measures and insurance requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.03. Nothing in this Section 6.03 or elsewhere in this Agreement shall be construed to require the Company, Seller shall promptly deliver a copy any Company Subsidiary or any of such appraisal their respective Representatives to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalprepare any reports, including any third-party provider involved in its preparationanalyses, as may be reasonably requested by Buyerappraisals, opinions or other information.

Access to Information. From (a) During the date of this Agreement through Pre-Closing Period, the earlier of the Closing Company shall, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company Acquired Companies to, provide Parent and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement Merger Sub and the other Transaction Agreements, Buyer and its their Representatives with, with reasonable access during normal business hours upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Lawnotice, under the supervision of Sellerthe Company’s personnel and in such a manner as to shall not to unreasonably interfere with the normal business or operations of the Company or any of its Subsidiaries to (i) all of the Acquired Companies’ properties, assets, Contracts, books and records and other documents and data; (ii) employees of the Acquired Companies; and (iii) any other information concerning the Business, properties and personnel of the Acquired Companies as Parent and Merger Sub or any of their Representatives may reasonably request. Notwithstanding the foregoing, the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of the attorney-client or any other privilege of the Company, contravene any Law, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided that such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company) to the extent required for the purpose of complying with applicable Laws, including antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (such consent shall not be unreasonably delayed, withheld or conditioned), Parent shall not contact any suppliers to, or customers of, the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including with respect to such suppliers’ or customers’ relationships with the Company Acquired Companies and the Company Subsidiaries), would cause a violation Parent shall have no right to perform invasive or subsurface investigations of any Contract, would, in the reasonable judgment of Seller owned or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets leased real property of the Company or its Subsidiaries. (b) Parent and Merger Sub will hold any confidential information obtained pursuant to Section 6.2(a) in confidence in accordance with the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of Confidentiality Agreement; provided that Parent may make such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, disclosure as may be reasonably requested by Buyernecessary or appropriate to comply with customary practice in connection with obtaining Debt Financing, subject to the recipients of such disclosure agreeing to keep such information confidential.

Access to Information. From (a) Between the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company Execution Date and the Company Subsidiaries to provideClosing, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Seller: shall give Buyer and its authorized Representatives withreasonable access, during regular business hours and upon reasonable advance notice and during regular business hoursnotice, reasonable access to the offices, properties, assets, books, Contracts, insurance policies books and business, regulatory, records of the Company Group; and shall cause officers of the Company Group and Seller to furnish Buyer and its authorized Representatives with such financial and operating data and other records, and management and Representatives of information with respect to the Company, Company Group as Buyer may request from time to timetime reasonably request (including information relating to Capital Projects); provided provided, however, that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to does not to unreasonably interfere with the normal operations operation of Seller’s and the Company Group’s business and shall be subject to Seller’s or the applicable member of the Company Group’s reasonable security measures and insurance requirements, including all applicable safety requirements of Seller and the Company Subsidiaries. The foregoing notwithstandingGroup, Seller Buyer shall not be required have access to cause any files, records, information or data concerning the Company Seller Retained Assets and other than the Clean Team Members (as defined in the Clean Team Agreement) set forth or described in the Company Subsidiaries Clean Team Agreement, the Parties shall not have access to provide such access if it would unreasonably disrupt any Clean Team-Only Information (as defined in the operations of Seller or its Subsidiaries Clean Team Agreement) (including clauses and collectively, the Company and the Company Subsidiaries“Excluded Records”), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, without the prior written consent of Seller (which consent may be withheld by Seller in its sole discretion), neither Buyer nor its authorized Representatives shall be permitted to contact any suppliers to, or customers of, any assets that will be owned by the Company Group as of the Closing, in their capacity as suppliers to, or customers of, such assets, contact any employee of Seller or its Affiliates regarding this Agreement or the transactions contemplated hereby or the business or assets owned, or to be owned, following the Pre-Closing Reorganization except as otherwise provided in Section 6.9 or perform invasive or subsurface investigations of any member of the Company Group’s assets or properties owned, or to be owned, following the Pre-Closing Reorganization or collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils). Seller shall promptly deliver have the right to have a copy Representative present at all times during any such inspections and examinations conducted at offices or other facilities or properties of Seller, its Affiliates or any member of the Company Group. Buyer shall hold in confidence all such appraisal information to which it receives access pursuant to this Agreement on the terms and subject to the conditions contained in the Confidentiality Agreement and, as applicable, the Clean Team Agreement. Buyer shall have no right of access to, and Seller shall have no obligation to provide Buyer with to Buyer, any information the disclosure of which would jeopardize any legal privilege available to any member of the Company Group, Seller or any Seller Affiliate relating to such information, that would cause Seller, any Seller Affiliate or any member of the Company Group to breach a confidentiality obligation, or that would reasonably be expected to result in a violation of applicable Law or loss of solicitor-client privilege. (b) From and after the Execution Date (including following any termination of this Agreement or following the Closing), ▇▇▇▇▇ agrees to indemnify, defend and hold harmless Seller, the Seller Affiliates (including until Closing the Company Group) and all such Persons’ directors, officers, employees, agents and representatives from and against any and all Losses (INCLUDING CLAIMS OF STRICT LIABILITY, NEGLIGENCE AND FOR LIABILITY IMPOSED BY STATUTES, RULES OR REGULATIONS) attributable to any personal injury, death or property damage arising out of or relating to access to such reasonable any member of the Company Group’s or its Affiliates’ properties, facilities, books and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested records prior to the Closing by Buyer, its Affiliates, or its or their directors, officers, employees, agents or representatives, BUT EXCLUDING ANY SUCH LOSSES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ANY SELLER AFFILIATE (INCLUDING UNTIL CLOSING THE COMPANY GROUP) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

Access to Information. From (a) Subject to the date of this Agreement through Confidentiality Agreement, Company agrees to provide Parent and its Representatives, from time to time prior to the earlier of the Closing Effective Time, such information as Parent shall reasonably request with respect to Company and its Subsidiaries and their respective businesses, financial conditions and operations and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assetsbooks and records and personnel of Company and its Subsidiaries as Parent shall reasonably request, books, Contracts, insurance policies which access shall occur during normal business hours and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the business of Company and the Company or its Subsidiaries. The foregoing notwithstandingWithout limiting the foregoing, Seller 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 not be required furnish to cause the Parent (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Company or (if requested by Parent prior to the Company Subsidiaries to provide end of such access if it would unreasonably disrupt the operations calendar month) any of Seller or its Subsidiaries as of and for such month then ended, (including the Company ii) internal management reports showing actual financial performance against plan and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, previous period and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, (iii) to the extent that Seller undertake and completes an appraisal permitted by applicable Law, any reports provided to the board of the assets directors of the Company or the Company Subsidiaries prior any committee thereof relating to the Closingfinancial performance and risk management of Company or any of its Subsidiaries. (b) Parent and Company shall comply with, Seller and shall promptly deliver a copy cause their respective Representatives, directors, officers and employees to comply with, all of such appraisal to Buyer and provide Buyer their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe terms set forth therein.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as Date or the date this Agreement is terminated terminates in accordance with Article VIIIXI, Seller the Company shall, and shall cause the Company and the Company each of its Subsidiaries to provide(a) give the Buyer, solely in furtherance its counsel, financial advisors, auditors and other representatives, at the sole expense of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hoursBuyer, reasonable access to the offices, properties, assetsbooks and records of the Company and its Subsidiaries; (b) furnish to the Buyer, books, Contracts, insurance policies and business, regulatoryits counsel, financial advisors, auditors and other recordsrepresentatives such information relating to the Company or any of its Subsidiaries as may be reasonably requested, and management and Representatives including such information as is necessary for the Buyer to comply with GAAP in respect of the Purchased Interests (including information necessary to determine the value of any intangibles of the Company); and (c) instruct the employees, as counsel, accountants and other advisors of the Company or any of its Subsidiaries to cooperate with the Buyer may request from time to time; 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 5.2 7.3 shall be conducted in accordance with Applicable Lawsubject to the terms of the Confidentiality Agreement, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of dated September 19, 2011, between the Company and Buyer (the Company Subsidiaries“Confidentiality Agreement”). The foregoing notwithstandingConfidentiality Agreement shall terminate automatically, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries)without any action by any party, would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to upon the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer.

Access to Information. From (a) Between the date of this Agreement through the earlier of and the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller shall cause the Company and the Company Subsidiaries Group shall, subject to provideany restrictions as to confidentiality applicable to Seller Group whether by Law, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreementsagreement or contract, (i) give Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, authorized representatives reasonable access to the offices, properties, assets, all books, Contractsrecords, insurance policies work papers, personnel, offices and businessother facilities and properties of the Business and its accountants; (ii) permit Buyer and its authorized representatives to make such copies and inspections thereof as any of them may reasonably request; (iii) permit Buyer and its authorized representatives to conduct an environmental inspection of the Business Real Property (including a “Phase I” site assessment which may also include interior wipe sampling), regulatory, provided that Buyer and its representatives shall have no right to undertake any soil or groundwater investigation; and (iv) cause the officers of Seller Group to furnish Buyer and its authorized representatives with such financial and operating data and other records, information with respect to the business and management and Representatives properties of the Company, Business as Buyer any of them may request from time to timetime reasonably request; provided provided, however, that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, during normal business hours under the supervision of SellerSeller Group’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably interfere with the normal operations of the Company Business, except as otherwise contemplated by this Agreement. (b) From and after the Company Subsidiaries. The foregoing notwithstandingdate of this Agreement and continuing until the Buyer Survival Date, all Seller Group Confidential Information (as hereinafter defined) shall (i) be held by Buyer with the same degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of such information and (ii) shall not be required revealed, reported, published, disclosed or transferred to cause any person or entity (other than the Company Seller Group). For purposes of this Agreement, “Seller Group Confidential Information” means any non-public information related to the Business furnished or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of provided by Seller Group or its Subsidiaries affiliates to Buyer; provided, however, that Seller Group Confidential Information shall not be deemed to include (including A) information related to the Company Business that was already publicly known and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries public domain prior to the Closing, Seller shall promptly deliver a copy time of such appraisal its initial disclosure to Buyer and provide or (B) any information related to the Seller Group that is or becomes available to Buyer or its affiliates after the Closing from a source that Buyer reasonably believes not to be under an obligation of confidentiality with access respect to such reasonable information; provided, further, Buyer may reveal, report, disclose or transfer any Seller Group Confidential Information pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial or administrative or legislative bodies or committee. For purposes of this Agreement, the “Buyer Survival Date” means (x) the Closing Date in respect of all Seller Group Confidential Information relating to Transferred Intellectual Property; (y) two (2) years following the Closing Date in respect of all other Seller Group Confidential Information other than Seller Group Confidential Information relating to Intellectual Property; and supporting information underlying (z) five (5) years following the Closing Date for Seller Group Confidential Information relating to Intellectual Property other than Transferred Intellectual Property; or in any case, the date on which such appraisal, including Seller Group Confidential Information becomes publicly known through no action or inaction of Buyer or any third-party provider involved in of its preparation, as may be reasonably requested by BuyerAffiliates.

Access to Information. From Prior to the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause afford to the Company officers, employees and the Company Subsidiaries to provide, solely in furtherance authorized representatives of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withParent (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice and during regular business hoursnotice, reasonable access to the offices, properties, assetsemployees and business and financial records (including computer files, books, Contracts, insurance policies retrieval programs and business, regulatory, financial and other records, and management and Representatives similar documentation) of the Company, Business to the extent Buyer or Parent shall reasonably deem necessary and shall furnish to Buyer and Parent or their respective authorized representatives such additional information concerning the Business as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Lawreasonably requested; provided, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstandinghowever, that Seller shall not be required to cause the Company violate any Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Affiliates or the Company Subsidiaries Companies is subject or to provide such access if it would unreasonably disrupt waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; provided, further, that Seller, its Affiliates and the operations Companies shall not be required to furnish or otherwise make available to Buyer (i) competitively sensitive information relating to areas of Seller the Company’s business in which Buyer or its Subsidiaries Affiliates directly or indirectly compete against the Business or (including ii) Tax Returns or other Tax records or information relating to any Consolidated Tax Group; and provided, further, Buyer shall not, without the Company and prior written consent of Seller, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company Subsidiaries), would cause a violation of any Contract, would, Companies with respect to or in connection with the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to make appropriate substitute arrangements ensure that such investigation shall be conducted in a manner that does as not result in such loss to interfere unreasonably with the operations of the Companies or violationSeller and Buyer shall not undertake any invasive or intrusive environmental testing without Seller’s prior consent. In additionNotwithstanding the foregoing, the obligations of Seller pursuant to this Section 7.1 shall be subject to the extent that right of Seller undertake and completes an appraisal to determine, in its discretion, the appropriate timing of the assets disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and provisions of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerConfidentiality Agreement.

Access to Information. From the date of this Agreement through Effective Date until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) grant Buyer and its Representatives withfull access to, upon reasonable advance notice and during regular business hoursa full opportunity to inspect, reasonable access to investigate, and audit, the officesBooks and Records, properties, assets, books, Contracts, insurance policies and businessfilings, regulatory, financial and other recordsdocuments, data, and management records related to the Business, (b) furnish Buyer and its Representatives with such financial, operating, and other data and information related to the Business as Buyer or any of its Representatives may request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Company, as Buyer may request from time to time; provided that any such access Business. Any investigation pursuant to this Section 5.2 shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company Business or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to this Section 5.2 shall be submitted or directed exclusively to D▇▇▇▇ ▇’▇▇▇▇▇ and B. S▇▇▇▇ ▇▇▇, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in the reasonable judgment of Seller Seller’s counsel’s opinion (which shall be delivered to Buyer) would: (y) jeopardize Seller’s attorney-client privilege; or the Company(z) contravene any applicable Legal Requirement. Except as provided in Section 6.2(d), result in a loss of privilege Buyer may not contact any suppliers or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal customers of the assets of the Company or the Company Subsidiaries Business without Seller’s prior written consent, which shall not be unreasonably withheld. Prior to the Closing, Seller Buyer shall, and shall promptly deliver a copy cause its Representatives to, abide by the terms of such appraisal the Confidentiality Agreement with respect to Buyer and provide Buyer with any access or information provided pursuant to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 5.2.

Access to Information. From (a) The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the date "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. PalEx and Subsidiary shall hold and shall use their reasonable best efforts to cause the PalEx Representatives to hold, and the Company shall hold and shall use its reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement through Agreement, except that each of PalEx, Subsidiary and the earlier of Company may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the Closing and such time as event that this Agreement is terminated in accordance with Article VIIIits terms, Seller each party shall cause the Company and the Company Subsidiaries promptly redeliver to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; all non-public written material provided that any such access pursuant to this Section 5.2 7.1 and shall not retain any copies, extracts or other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the Company based on the information in such material shall be conducted in accordance with Applicable Lawdestroyed (and PalEx , under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company Subsidiary and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required use their respective reasonable best efforts to cause the their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise PalEx in writing of any change or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation occurrence of any Contractevent after the date of this Agreement having, wouldor which, insofar as can reasonably be foreseen, in the reasonable judgment of Seller or the Companyfuture may have, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerMaterial Adverse Effect.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement through Agreement, the earlier Company shall, to the extent consistent with applicable Law (including Antitrust Law), afford Parent and its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, agents, properties, offices and other Facilities of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company its Subsidiaries and to provide, solely in furtherance of the transactions contemplated by this Agreement their books and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management shall furnish Parent with available monthly (or more frequently during the Marketing Period) financial, operating and other data and information with respect to the business and properties of the Company and its Subsidiaries as Parent may reasonably request (including daily working capital reports from the beginning of the Marketing Period until the Closing Date) (other than information concerning a Company Proposal or a Superior Proposal, each of which shall be governed by Section 6.3). In exercising its rights hereunder, Parent shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Parent and Merger Sub acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the Company and its Subsidiaries unless consented to by the Company (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of unless the Company and otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither the Company Subsidiaries. The foregoing notwithstanding, Seller nor any of its Affiliates shall not be required to cause disclose to Parent or any agent or Representative thereof any information (i) if doing so could violate any Contract to which the Company or any of its Affiliates is a party or Law to which the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations or any of Seller its Affiliates is subject or its Subsidiaries (including ii) which the Company and the Company Subsidiaries), would cause a violation or any of any Contract, would, its Affiliates believes in the reasonable judgment of Seller or the Company, good faith could result in a loss of the ability to successfully assert a claim of privilege or trade secret protection or would constitute a violation of (including the attorney-client and work product privileges); provided that the Company shall seek to obtain any Applicable Law, and in consent required under any such eventContract to permit such disclosure; provided, further, that if the Company or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the parties Company and Parent shall use commercially reasonable efforts to make appropriate substitute arrangements cooperate and explore in good faith whether a manner that does not result in method could be used to permit disclosure by the Company or its Representatives without waiving such loss privilege. (b) From the date hereof to the Effective Time or violation. In additionthe earlier termination of this Agreement, Parent shall, to the extent that Seller undertake consistent with applicable Law (including Antitrust Law), afford the Company and completes an appraisal its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, agents, properties, offices and other Facilities of Parent and its Subsidiaries and to their books and records. Notwithstanding anything to the assets contrary set forth in this Agreement, neither Parent nor any of its Affiliates shall be required to disclose to the Company or any agent or Representative thereof any information (i) if doing so could violate any Contract to which Parent or any of its Affiliates is a party or Law to which Parent or any of its Affiliates is subject or (ii) which Parent 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 attorney-client and work product privileges); provided that Parent shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if Parent or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, Parent and Company Subsidiaries prior shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by Parent or its Representatives without waiving such privilege. (c) All information exchanged pursuant to this Section 6.8 shall be subject to the ClosingConfidentiality Agreement, Seller which Confidentiality Agreement will remain in full force and effect pursuant to its terms; provided, however, that from and after the date hereof until the termination of this Agreement, the term “significant employee” (as defined in Section 9 of the Confidentiality Agreement) shall promptly deliver a copy of such appraisal mean, with respect to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisaleither Parent or the Company, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerassistant store manager.

Access to Information. From the date of this Agreement through until the earlier of Closing, the Closing Indemnifying Members will, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall will cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (A) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data related to the Company; (B) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request, and management and (C) instruct the Company’s Representatives to cooperate with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant investigation is conducted during normal business hours after reasonable advance notice to this Section 5.2 shall be conducted in accordance with Applicable Lawthe Indemnifying Members, under the supervision of Sellerthe Indemnifying Members’ or the Company’s personnel and in such a manner as to not to unreasonably interfere with the Company’s normal operations operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (1) jeopardize any attorney-client or other privilege, or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Before the Closing, with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact suppliers to, or employees, contractors or customers of the Company and may perform invasive or subsurface investigations of the Company SubsidiariesReal Property. The foregoing notwithstanding, Seller shall Consent to conduct investigations of the Real Property may be conditioned on not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or disturbing the Company’s operations, result in obtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., securing a loss of privilege or trade secret protection or would constitute a violation of any Applicable Lawbond, restoring the property, etc.). Buyer will, and in any such eventwill cause its Representatives to, abide by the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal terms of the assets of the Company Confidentiality Agreement regarding any access or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerprovided under this Section 6.2.

Access to Information. From Prior to the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer Asset Sellers shall (i) provide Purchaser and its Representatives withofficers, directors, managers, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser Representatives”) reasonable access, upon reasonable advance notice and during regular normal business hours, reasonable access to the offices, propertiesfacilities, assets, books, Contracts, insurance policies books and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations records of the Company and the Business and to the Company’s and the Business’s executive officers, directors, managers, agents, counsel, accountants, investment bankers, financial advisors and representatives (collectively, the “Company Subsidiaries. The foregoing notwithstandingRepresentatives”), Seller shall not be required and (ii) furnish or make available to cause Purchaser and the Purchaser Representatives such financial and operating data and such other information with respect to the Company and Business as Purchaser or the Company Subsidiaries Purchaser Representatives may from time to provide time reasonably request. Purchaser and the Purchaser Representatives shall conduct any such access if it would activities in a manner as to minimize the disruption to, and not to unreasonably disrupt interfere with, the Business and the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Lawthe Stockholder and the Asset Sellers. Notwithstanding the foregoing, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, neither Purchaser nor any of the Purchaser Representatives shall contact any employee, officer, director, independent contractor, supplier, vendor, or franchisee of the Stockholder, the Company or any Asset Seller shall promptly deliver or their Affiliates in connection with any information or matter regarding the Company or the Business or their business, operations or prospects, without the prior written consent of the Company, not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Company and the Asset Sellers may withhold (i) information that, if disclosed, would violate an attorney client or other privilege or would constitute a copy waiver of rights as to attorney work product or attorney client privilege (provided that such privilege or attorney work product cannot be adequately protected through a joint defense or common interest agreement between Purchaser and the Company, the Stockholder or the Asset Sellers), or (ii) information, the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other matters that are highly sensitive, if the exchange of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparationdocuments (or portions thereof) or information, as may be determined by the Stockholder’s legal counsel, might reasonably requested result in antitrust compliance questions for such party (or any of its Affiliates). If any material is withheld by Buyerthe Company or an Asset Seller pursuant to the preceding sentence, the withholding party shall inform Purchaser as to the general nature of what is being withheld. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of December 15, 2017 (the “Confidentiality Agreement”), between Red Lion Hotels Corporation and the Stockholder shall apply to all information furnished to Purchaser or any Purchaser Representative by any Company Representative under this Agreement.

Access to Information. From (a) Upon reasonable prior notice and subject to applicable law, the Company shall, and shall cause each of its Subsidiaries to, afford to the directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (collectively “Representatives”) of Parent access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably request. At the request of Parent, the Company shall use its commercially reasonable efforts to comply with its obligations under the preceding sentence by providing electronic access to such documents and information. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, (B) jeopardize the attorney-client privilege of the institution in possession or control of such information, (C) contravene, violate or breach any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement through in the earlier ordinary course of the Closing and such time as this Agreement is terminated in accordance business consistent with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access past practice or (D) be adverse to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets interests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement. (b) All information and materials furnished pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement, dated June 6, 2018, between Parent and the Company Subsidiaries prior (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the Closingaccuracy of any information provided pursuant to Section 7.2(a), Seller shall promptly deliver a copy and neither Parent nor Merger Sub may rely on the accuracy of any such appraisal to Buyer information, in each case other than as expressly set forth in the Company’s representations and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved warranties contained in its preparation, as may be reasonably requested by BuyerSection 4.

Access to Information. From the date of this Agreement through hereof until the earlier of Recapitalization Effective Time and subject to applicable Law and any applicable restrictions in the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause Company’s or the Company and Subsidiaries’ agreements, the Company Subsidiaries shall (i) give to providePurchaser, solely in furtherance of the transactions contemplated by this Agreement its counsel, financing sources, financial advisors, auditors and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, authorized representatives reasonable access to the offices, properties, assetsbooks and records of the Company and the Company Subsidiaries (including Tax records and accountants’ work papers) and (ii) reasonably promptly furnish or make available to Purchaser, booksits counsel, Contracts, insurance policies and business, regulatoryfinancing sources, financial advisors, auditors and other records, authorized representatives such financial and management operating data and Representatives of the Company, other information as Buyer Purchaser may request from time to time; provided that any such access reasonably request. Any investigation pursuant to this Section 5.2 7.04 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the business of the Company and the Company Subsidiaries. The foregoing notwithstandingUnless otherwise required by Law, Seller Purchaser will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold, any nonpublic information obtained in any such investigation in confidence in accordance with the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, prior to Closing, Purchaser and Purchaser’s representatives shall not be required to cause contact and communicate with the employees (other than the members of senior management), physicians, customers and suppliers of the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or and its Subsidiaries (including in connection with the transactions contemplated hereby only after prior authorization from the Company’s Chief Executive Officer. From and after the Recapitalization Effective Time, unless otherwise consented to in writing by Madison Dearborn Capital Partners II, L.P. and Cornerstone Equity Investors IV, L.P., the Company and the Company Subsidiaries)Subsidiaries shall not, would cause for a violation period of seven years following the Closing Date, destroy, alter or otherwise dispose of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets books and records of the Company or the Company Subsidiaries for the period prior to the Closing, Seller shall promptly deliver a copy of such appraisal Recapitalization Effective Time without first offering to Buyer and provide Buyer with access surrender to such reasonable holders such books and supporting information underlying such appraisalrecords or any portion thereof which Purchaser, including the Company or any third-party provider involved in its preparationCompany Subsidiary may intend to destroy, as may be reasonably requested by Buyeralter or dispose of.

Access to Information. From (a) To the extent permitted by applicable Law, from the date of this Agreement through hereof until the earlier of the Closing and such time as the termination of this Agreement is terminated in accordance with Article VIIIAgreement, the Seller shall, and shall cause the Company and to (i) provide the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withwith reasonable access, upon reasonable advance prior notice and during regular normal business hours, reasonable access to the officespersonnel, assets, properties, assets, books, Contracts, insurance policies and business, regulatory, financial books and other recordsrecords of the Company and the Business, and management (ii) furnish the Buyer and its Representatives of with such information and data concerning the Company, Company and the Business as the Buyer may reasonably request from time to time(including the preparation of internal monthly forecasts and management accounts which shall be shared with the Buyer as soon as reasonably practical following the production of such); provided provided, however, that any such access pursuant to this Section 5.2 (i) shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal Business or operations of the Company (ii) Buyer and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company Subsidiaries. The foregoing notwithstanding, Seller shall (other than contact or other communications with such customers or suppliers by Buyer in the ordinary course of business and not be required related to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, wouldtransactions contemplated by this Agreement) unless, in the reasonable judgment of Seller or each instance, approved in writing in advance by the Company, such approval not to be unreasonably withheld or delayed, (iii) such access shall not require the Company to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall require the Company to furnish to Buyer, or provide Buyer with access to, information that would (A) violate any applicable Law or Order; or (B) reasonably be expected to result in a the loss of privilege any attorney-client or trade secret protection other legal privilege. (b) Any information provided to or would constitute a violation obtained by the Buyer or its authorized Representatives pursuant to Section ‎7.2(a) above shall be “Confidential Information” as defined in the Nondisclosure Letter Agreement, dated as of any Applicable LawMarch 9, 2021, by and between Buyer and Seller (the “Confidentiality Agreement”), and shall be held by the Buyer, and Buyer shall cause it to be held by Buyer’s Representatives in any such eventaccordance with and be subject to the terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the parties Confidentiality Agreement shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violationterminate. In addition, to the extent that Seller undertake and completes an appraisal event of the assets termination of the Company or the Company Subsidiaries this Agreement for any reason prior to the Closing, Seller the Confidentiality Agreement shall promptly deliver a copy of such appraisal to Buyer continue in full force and provide Buyer effect in accordance with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerterms.

Access to Information. From and after the date of this Agreement through hereof until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article VIIIits terms, Seller shall cause upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company and the Company Subsidiaries shall provide to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon authorized representatives during normal business hours on reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies all books and business, regulatory, financial and other records, and management and Representatives records of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted Group Companies (in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner so as to not to unreasonably interfere with the normal business operations of any Group Company). 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 Closing, neither the Company and nor any of its Affiliates (including the Company Subsidiaries. The foregoing notwithstanding, Seller Group Companies) shall not be required to cause disclose to Buyer or any of its representatives any: (a) information: (i) if doing so would violate any Contract, fiduciary duty or Law to which a Seller or any of its Affiliates (including the Group Companies) is a party or is subject; (ii) if it reasonably determined upon the advice of counsel that doing so could result in the loss of the ability to successfully assert attorney-client and work product privileges; (iii) if the Company or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; or (iv) if the Company Subsidiaries reasonably determines that such information should not be disclosed due to provide such access if it would unreasonably disrupt the operations of Seller its competitively sensitive nature; or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller b) information relating to Taxes or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, Tax Returns relating solely to the extent Group Companies. Buyer agrees that Seller undertake and completes an appraisal of it shall be bound by the assets of the Company or the Company Subsidiaries prior Confidentiality Agreement to the Closingsame extent as White Mountains Capital, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer.Inc.

Access to Information. From the date hereof until the First Closing, in the case of this Agreement through Smooth Bourbon, and the earlier Second Closing, in the case of the Closing and such time as this Agreement is terminated in accordance with Article VIIINugget Sparks, Seller shall, and shall cause the Company and the Company Subsidiaries to provideeach Company, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreementsas applicable, to, (a) afford Buyer and its Representatives withRepresentatives, upon reasonable advance notice and during regular business hoursnotice, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and business, regulatory, financial Contracts and other recordsdocuments and data related to such Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to such Company as Buyer and its Representatives may reasonably request; and (c) instruct the Representatives of Seller and each such Company to reasonably cooperate with Buyer in its investigation of the Company Entities; provided, however, that nothing in this Agreement shall require Seller or any Company Entity to, and management neither Seller nor any Company Entity shall have any obligation to (until the Second Closing), provide Buyer with any information (A) in the Players Club database of either Company Entity, other than mutually agreed upon aggregated and Representatives of the Companyde-identified information, as Buyer may request from time or (B) guest party information relating to time; provided that any such access group room reservations or similar booking arrangements or commitments. Any investigation pursuant to this Section 5.2 5.02 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations business of Seller or either Company, and all requests by Buyer and its Subsidiaries (Representatives for information and access hereunder will be coordinated through Seller or Seller’s designee. All information acquired by Buyer or any of its Representatives under this Agreement will be subject to the terms and conditions of the Confidentiality Agreement. Buyer agrees to be bound by the Confidentiality Agreement in the same manner as Guarantor with respect to all matters relating to this Agreement, including the Company and disclosure by Seller of any information to Buyer or its Representatives of any information regarding Seller, the Company Subsidiaries), would cause a violation of any Contract, would, in Entities or their respective businesses or assets. From the reasonable judgment of Seller or date hereof until the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the First Closing, Seller shall promptly deliver a copy cooperate with Buyer at Buyer’s expense to obtain an update to any of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe Surveys.

Access to Information. From the date of this Agreement through the earlier of the Closing The Company shall, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and Subsidiary to, give the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withrepresentatives (including the Buyer's accountants, counsel and employees), upon reasonable advance notice and during regular normal business hours, reasonable full access to the offices, properties, assetscontracts, books, Contracts, insurance policies records and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations affairs of the Company and the Subsidiary. The Company Subsidiariesshall cause its officers and employees, and the officers and employees of the Subsidiary, to furnish to the Buyer all documents, records and information (and copies thereof) as the Buyer may reasonably request; it being understood that (a) the Company, in its sole discretion may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, or possible waivers of any applicable attorney-client privileges or (ii) if any Buyer Party is in material breach of this Agreement, (b) such investigations shall not under any circumstances interfere with the Company's or the Subsidiary's operations, activities or employees, and (c) such investigations shall not be of a nature that in the opinion of the Company may violate applicable antitrust or similar laws. If this Agreement is terminated pursuant to Section 9.1, (x) the Buyer Parties shall, and shall cause their representatives to, keep confidential any Confidential Information obtained from any Company Party (except as may be specifically (and only to the extent) required to be disclosed by applicable Law or administrative or legal process or pursuant to any securities exchange rules), it being understood that the Buyer Parties will notify the Company in writing prior to any proposed disclosure of such Confidential Information in order to enable the Company to seek an appropriate protective order; and (y) the Buyer Parties shall return to the Company Parties all documents (and reproductions thereof) supplied to any Buyer Party by any Company Party. The foregoing notwithstanding, Seller shall not be required covenants relating to cause the Company or the Company Subsidiaries confidentiality are in addition to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, those included in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerPrior Confidentiality Agreement.

Access to Information. From Between the date of this Agreement through and the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article VIIIAgreement, Seller shall cause upon reasonable notice, the Company shall (a) give Purchaser and its officers, appropriate employees, accountants, and counsel reasonable access, upon reasonable prior notice during normal business hours, to all buildings, offices, and other facilities and to all Books and Records of the Company, whether located on the premises of the Company or at another location; (b) furnish Purchaser such financial, operating, technical and product data and other information with respect to the business and Assets and Properties of the Company as Purchaser from time to time may reasonably request, including financial statements and schedules; (c) allow Purchaser the opportunity to interview such customers, suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and other personnel and Affiliates of the Company with the Company's prior consent, which consent shall not be unreasonably withheld or delayed; and (d) assist and cooperate with Purchaser in the development of cooperation plans for implementation by Purchaser and the Company Subsidiaries following the Closing; provided, however, that no investigation made prior to providethe date of this Agreement or made pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty made by the Company herein. Subject to Section 6.3 and the agreements referenced therein, solely in furtherance materials furnished to Purchaser pursuant to this Section 6.1 will be subject to the provisions of Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby and will not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerhereunder.

Access to Information. From the date of this Agreement through the earlier (a) The Company shall (and shall cause each Subsidiary to) permit representatives of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries Buyer to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon have full access (at all reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other recordstimes, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner so as to not to unreasonably interfere with the normal business operations of the Company and the Company Subsidiaries. The foregoing notwithstanding) to all premises, Seller shall not be required properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and each Subsidiary. (b) The Company shall introduce the Buyer to its principal suppliers, customers and employees to facilitate discussions between such persons and the Buyer in regard to the conduct of business following the Closing Date. (c) Each of the Buyer and the Transitory Subsidiary (i) shall treat and hold as confidential any Confidential Information (as defined below), (ii) shall not use any of the Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company Subsidiaries)all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, would cause a violation of "Confidential Information" means any Contract, would, in the reasonable judgment of Seller confidential or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets proprietary information of the Company or any Subsidiary that is furnished in writing to the Buyer or the Transitory Subsidiary by the Company Subsidiaries or any Subsidiary in connection with this Agreement and is labeled confidential or proprietary; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly, (B) which, after disclosure, becomes available publicly through no fault of the Buyer or the Transitory Subsidiary, (C) which the Buyer or the Transitory Subsidiary knew or to which the Buyer or the Transitory Subsidiary had access prior to disclosure or (D) which the Closing, Seller shall promptly deliver Buyer or the Transitory Subsidiary rightfully obtains from a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyersource other than the Company or a Subsidiary.

Access to Information. From 5.9.1 Subject to applicable Law and, with respect to Sections 5.9.1(a) and 5.9.1(b), such access or disclosure of information not resulting in, or reasonably being expected to result in, the date waiver of this Agreement through the attorney-client privilege, during the period commencing on the Signing Date and ending at the earlier of the Closing Effective Time and such time as the termination of this Merger Agreement is terminated in accordance with Article VIIIVII, Seller shall (a) Company will, and will cause each of the Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its respective Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Company and the Company Subsidiaries, to the officers and senior management, premises, agents, books, records, and Contracts of or pertaining to Company and the Company Subsidiaries as may be reasonably requested in writing; (b) upon the reasonable request of Company, Purchaser shall furnish such reasonable information about it and its business as is relevant to provide, solely Company and its shareholders in furtherance of connection with the transactions contemplated by this Agreement; and (c) upon written notice to and reasonable coordination with Company prior to any such initial meeting and/or communication, and so long as Company is included in any such meetings and communications, Company shall allow Purchaser to meet and otherwise communicate with the counterparty to the Wealth Management Sale Agreement to discuss the Merger and its effect on the Wealth Management Sale Agreement and to confirm, to Purchaser’s reasonable satisfaction, such counterparty’s verification that the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to information regarding the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Wealth Management Sale Agreement set forth in Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations 5.9.1 of the Company Disclosure Schedule is complete and accurate and intent to pay the remainder of the Purchase Price (as defined in the Wealth Management Sale Agreement) due following the Effective Time to Purchaser or one of its Affiliates. No such access shall affect the representations, warranties, covenants, or agreements of the parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Merger Agreement. Notwithstanding anything to the contrary contained in Section 5.9.1(a) or (b), such access or disclosure of information will not result in, or reasonable be expected to result in, the waiver of the attorney-client privilege. 5.9.2 Company Subsidiaries. The foregoing notwithstandingshall provide, Seller shall not be required and cause each Company Subsidiary to cause provide, to Purchaser all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of Company or the Company Subsidiaries Subsidiaries; in each case other than portions of such documents: (i) relating to provide such access if it confidential supervisory or examination materials, (ii) the disclosure of which would unreasonably disrupt violate any applicable Law, (iii) the operations disclosure of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, which would, in the reasonable judgment of Seller or the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.3). 5.9.3 Each party will give prompt notice to the other party of any fact, event, or circumstance known to it that: (a) is reasonably likely, individually or taken together with all other facts, events, and circumstances known to it, to result in a loss of privilege Material Adverse Effect; or trade secret protection (b) would cause or would constitute a violation material breach of any Applicable Lawof such party’s representations, and warranties, covenants, or agreements contained in any such eventthis Agreement that reasonably could be expected to give rise, individually or in the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In additionaggregate, to the extent failure of a condition in Article VI; provided, that Seller undertake and completes an appraisal a failure to comply with this Section 5.9.3 shall not constitute a breach of this Merger Agreement or the failure of any condition set forth in Article VI to be satisfied unless the underlying fact, event, or circumstance would independently result in the failure of one or more of such party’s conditions set forth in Article VI to be satisfied. 5.9.4 All Confidential Information (as defined in the Confidentiality Agreement) provided pursuant to this Merger Agreement shall be subject to the provisions of the assets of the Mutual Confidentiality Agreement, dated August 19, 2025, between Company or the Company Subsidiaries prior to the Closingand Purchaser (“Confidentiality Agreement”), Seller which shall promptly deliver a copy of such appraisal to Buyer remain in full force and provide Buyer effect in accordance with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerterms.

Access to Information. From (a) In connection with the Transactions, upon reasonable advance notice to the Company and subject to the requirements of any Laws governing access to information, the Company shall (and shall cause each of the other Acquired Companies to) provide Purchaser and its authorized agents and representatives (“Representatives”) with reasonable access, during normal business hours and without disruption to their day-to-day business, from the date of this Agreement through to the earlier of the Closing and such time as Date or termination of this Agreement is terminated in accordance with Article VIIIAgreement, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assetsplants, booksother facilities and books and records solely to the extent pertaining to the Acquired Companies and, Contractsduring such period, insurance policies it shall (and businessshall cause each of the other Acquired Companies to) furnish to such Representatives all financial, regulatory, financial operating and other records, data and management and Representatives other information in the possession of Seller or the Acquired Companies concerning the Acquired Companies as may reasonably be requested. Any access provided pursuant to this Section 5.2(a) shall be subject to or with the participation of the Company or a designated representative of the Company. (b) Purchaser agrees that it will, as Buyer may request from time to time; provided that and will cause its Representatives to, use any such access information obtained pursuant to this Section 5.2 shall be conducted only in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere connection with the normal operations Transactions. Purchaser agrees that it will not, and it will cause its Representatives not to, contact any officer, director, employee, customer, supplier, distributor, or other material business relation of the Company and Acquired Companies, in respect of the Company Subsidiaries. The foregoing notwithstandingAcquired Companies, Seller prior to the Closing without the prior written consent of the Company, which consent shall not be required unreasonably withheld, conditioned or delayed. Without limiting the foregoing, Purchaser and its Representatives shall, in coordination with Seller, be allowed to cause discuss the Company or Transactions with the Company Subsidiaries customers and employees set forth on Exhibit 6. (c) The Confidentiality Agreement shall apply with respect to provide such access if it would unreasonably disrupt the operations of Seller Confidential Information, as defined therein, furnished to Purchaser or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts Representatives pursuant to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 5.2.

Access to Information. From the date hereof until the Closing or earlier termination of this Agreement through Agreement, the earlier of Sellers shall (a) afford the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withreasonable access to and the right to inspect all of the properties, assets, books and records, Transferred Contracts and other documents and data Related to the Business; (b) furnish the Buyer and its Representatives with such financial, operating and other data and information Related to the Business as the Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Sellers to reasonably cooperate with the Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable LawSellers, under the supervision of Seller’s the Sellers’ personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company and Business or any other businesses of the Company SubsidiariesSellers. The foregoing notwithstandingNotwithstanding anything to the contrary in this Agreement, Seller the Sellers shall not be required to cause disclose any information to the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller Buyer or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, Representatives if such disclosure would, in the reasonable judgment Sellers’ sole discretion: (x) cause significant and material competitive harm to the Sellers and their respective businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) in the opinion of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of Sellers’ counsel (which may be in-house counsel) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalthe Sellers, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, the Buyer shall not contact any suppliers or licensor to, or customers of, the Business in connection with the transactions contemplated hereby. For the avoidance of doubt, nothing in this Section 6.3 shall prohibit the Buyer from contacting the customers, suppliers and licensors of the Business in the ordinary course of the Buyer’s businesses for the purpose of selling products of the Buyer’s businesses or for any other purpose unrelated to the Business or the transactions contemplated by Buyerthis Agreement. The parties agree that the provisions of the Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement, and all information obtained pursuant to this Section 6.3 or otherwise concerning the Sellers and/or the Business furnished to the Buyer in connection with the transactions contemplated by this Agreement shall be kept confidential in accordance with the Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement.

Access to Information. From the date of this Agreement through until the earlier Closing, Seller shall, and shall cause its Affiliates to (i) permit Purchaser and its Representatives to have reasonable access, in a manner so as not to interfere with the normal business operations of the Closing Business, to all premises, properties, books, records (including Tax records) contracts and such time documents exclusively related to the Business and (ii) furnish Purchaser with all financial, operating and other data and information related exclusively to the Business (including copies thereof), as Purchaser may reasonably request; provided, however, that Seller shall not be required to permit any inspection or other access, or to disclose any information that in the reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement is terminated Agreement, (C) violate or result in accordance with Article VIIIthe loss or material impairment of any information subject to the attorney-client privilege or the attorney work product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall cause not be required to permit any inspection or other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by Seller in its sole discretion, ▇▇▇▇▇▇▇▇▇ agrees that it shall not undertake any environmental testing in connection with the Company and the Company Subsidiaries to provide, solely access provided in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, Section 6.3. Any such access will be provided or conducted during normal business hours upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable LawSeller, under the reasonable supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company Seller and the Company Subsidiariesits Affiliates. The foregoing notwithstanding, All requests by Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to such individual or individuals as Seller shall not be required may designate in writing from time to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries time (including the Company and the Company Subsidiariesin response to Purchaser’s request), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any of its Affiliates shall contact any employees of, suppliers to or customers of the Business or any other person with a material business relationship with Seller or its Affiliates. Purchaser shall, and shall promptly deliver a copy cause its Affiliates to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 or otherwise, in accordance with the terms of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerConfidentiality Agreement.

Access to Information. (a) From the date of this Agreement through Execution Date until the earlier of the Closing Date or the termination of this Agreement, upon reasonable notice, each of the Sellers and the Company shall and shall cause each of its Affiliates and each of the Company's and such (b) Subject to Section 7.01, in order to facilitate the resolution of any claims made by or against or incurred by the Sellers or the Company prior to the Closing for a period of seven years after the Closing, or for such time longer period as this Agreement is terminated may be required so as to extend to the end of the applicable statute of limitations, the Purchaser shall (i) retain the books and records (or copies thereto of the Company relating to periods prior to the Closing in a manner reasonably consistent with past practice, and (ii) upon reasonable notice, afford the authorized agents and representatives of the Sellers reasonable access (including, without limitation, the right to make, at the Sellers' expense, photocopies), during normal business hours, to such books and records. (c) Subject to Section 7.01, in order to facilitate the resolution of any claims made by or against or incurred by the Purchaser, any Affiliate of the Purchaser or the Company after the Closing, for a period of seven years following the Closing, or for such longer period as may be required so as to extend to the end of the applicable statute of limitations, the Sellers shall (i) retain the books and records (or copies thereof) of the Sellers which relate to the Company and its operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser or the Company and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Purchaser, any Affiliate of the Purchaser or the Company reasonable access (including, without limitation, the right to make photocopies, at the expense of the Purchaser, or such Affiliate of the Purchaser or the Company), during normal business hours, to such books and records. (d) Within twenty (20) days after the end of each month, each of the Sellers and the Company covenants and agrees to provide to the Purchaser the monthly financial statements of the Company prepared in accordance with Article VIII, Seller shall cause GAAP for each month ending between the Company Execution Date and the Company Subsidiaries to provideClosing Date, solely in furtherance of the transactions contemplated by this Agreement together with all related notes, exhibits and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerschedules thereto.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, shall (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, ContractsBooks and Records, insurance policies and business, regulatory, financial Assigned Contracts and other recordsdocuments and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the CompanyBusiness; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company and Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to C▇▇▇▇ ▇▇▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its business, including the reasonable judgment of Seller Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Seller, which may be withheld for any reason, Buyer and provide shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property or the improvements thereon. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 6.02.

Access to Information. From the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII(a) The Company shall (i) afford to Buyer reasonable access, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withduring normal business hours, upon reasonable advance notice and during regular business hoursnotice, reasonable access to the offices, properties, assets, books, Contracts, insurance policies executive employees and business, regulatorytax and accounting records (including computer files, financial retrieval programs and other records, and management and Representatives similar documentation) of the Company, as Company to the extent Buyer may request from time to time; provided that any shall reasonably deem such access pursuant necessary or desirable and (ii) furnish to this Section 5.2 Buyer such additional information concerning the Company as shall be reasonably requested; provided, however, that the Company shall not be required to violate any obligation of confidentiality to which the Company is subject or any attorney-client privilege. In addition, in no event shall Buyer have access, at any time prior to the Closing, to any information regarding pending or proposed bids for new contracts or subcontracts or any related information where Buyer or an Affiliate of Buyer also has submitted or intends to submit a bid for such contract or subcontract. (b) Buyer agrees that its investigation shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations of the Company, and in discharging its obligations pursuant to this Section 6.1, Buyer shall not speak to any of the employees, customers, distributors or suppliers of the Company without the prior written consent of an officer of the Company, and any such communications permitted by the Company shall, if requested by the Company, be made in the presence of a designated representative of the Company. (c) As part of its investigation, subject to obtaining the prior consent of any third party landlords to the extent required in the Leases, Buyer shall be permitted to perform an ASTM-compliant Phase I Environmental Site Assessment on the Facilities; provided, however, that Buyer shall submit to the Company for its review and approval a proposed Phase I scope of work at least ten (10) Business Days prior to the date of initiation of the Phase I work. For purposes of this Agreement, Buyer’s ASTM-compliant Phase I Environmental Site Assessment shall not include boring, drilling, hydropunch or any related activities, or the collection, sampling or testing of soil gas, soil vapor, soil, groundwater or other media. In no event shall Buyer be permitted to conduct any additional environmental investigation, including but not limited to a Phase II Environmental Site Assessment. The Company reserves the right to terminate its authorization of Buyer’s Phase I Environmental Site Assessment if it determines that Buyer is exceeding, or may exceed, the authorization granted by the Company. Buyer shall provide to the Company a copy of any report produced by or on behalf of Buyer upon completion of any Phase I Environmental Site Assessment. (d) The Company shall keep Buyer advised as to all material changes in operations of the Company, and shall permit Buyer to contact and make arrangements with key employees of the Company for the purpose of assuring their continued employment by Buyer after the Closing (and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required Shareholder Parties agree to cause the Company or the Company Subsidiaries not to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in discourage any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer key employees from consulting with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer).

Access to Information. From Prior to the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall, and shall cause the Company and the Company its Subsidiaries to provideto, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer give Purchaser and its Representatives withRepresentatives, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, personnel, officers and management and Representatives facilities of the CompanyBusiness (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, as Buyer may request from time to timeand without executing a customary access and indemnity agreement in respect thereto); provided provided, however, that any such access pursuant to this Section 5.2 shall be conducted in accordance a manner that complies with Applicable LawSection 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company businesses of Seller and the Company its Subsidiaries. The foregoing notwithstandingNotwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries shall not be required have any obligation to cause the Company make available to Purchaser or the Company Subsidiaries to its Representatives, or provide such access if it would unreasonably disrupt the operations of Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Subsidiaries (including the Company and the Company Subsidiaries)Affiliates or predecessors, would cause a violation of or any Contractrelated material, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, except to the extent that Seller undertake and completes an appraisal of any such Tax Return or related material relates solely to the assets of Transferred Entities, the Company Business or the Company Subsidiaries prior Transferred Assets or (b) any information if making such information available would (i) reasonably be likely to the Closingresult in a waiver of any attorney-client or other legal privilege, or (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or any of its Affiliates is a party) (it being understood that Seller shall promptly deliver a copy of cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalLaw, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerduty or agreement). Confidentiality; Publicity .

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date exchange of this Agreement through information, the earlier Company shall afford to the officers, employees, accountants, counsel and other representatives of the Closing and such time as this Agreement is terminated in accordance with Article VIIIBuyer, Seller shall cause access, during normal business hours during the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access period prior to the officesEffective Time, to all its properties, assets, books, Contractscontracts, insurance policies commitments and records and, during such period, the Company shall make available to the Buyer all other information concerning its business, regulatory, financial properties and personnel as the Buyer may reasonably request (other records, and management and Representatives of than information which the Company is not permitted to disclose under applicable law). Buyer will cooperate with the Company to establish a regular information dissemination process designed to minimize disruption to the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries's ongoing operations. The foregoing notwithstanding, Seller Company shall not be required to cause provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company's customers, jeopardize the attorney- client privilege of the institution in possession or control of such information 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 make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) All information furnished by the Company to the Buyer or its representatives pursuant hereto shall be treated as the sole property of the Company and, if the Merger shall not occur, the Buyer and its representatives shall return to the Company or destroy all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The Buyer shall, and shall use its reasonable efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue from the Company Subsidiaries date the proposed Merger is abandoned and shall not apply to provide such access (i) any information which (x) was already in the Buyer's possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) was disclosed to the Buyer by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, if it would unreasonably disrupt in the operations absence of Seller a protective order or its Subsidiaries (including the Company and receipt of a waiver hereunder the Company Subsidiaries), would cause a violation of any Contract, wouldBuyer is nonetheless, in the reasonable judgment opinion of Seller its counsel, compelled to disclose information concerning the Company to any tribunal or the Company, result in a loss of privilege governmental body or trade secret protection agency or would constitute a violation of any Applicable Law, and in any such eventelse stand liable for contempt or suffer other censure or penalty, the Buyer may disclose such information to such tribunal or governmental body or agency without liability hereunder. (c) No investigation by any of the parties or their respective representatives shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss affect the representations and warranties of the other set forth herein or violation. In addition, any condition to the extent that Seller undertake and completes an appraisal obligations of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerparties hereto.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of Buyer, access, during normal business hours during the period prior to the Effective Time, to all of the Company’s and its Subsidiaries’ properties, books, contracts, commitments, records, officers, employees, accountants, counsel and other representatives, and, during such period, the Company shall make available to Buyer all information concerning the Company’s and its Subsidiaries’ businesses, properties and personnel as Buyer may reasonably request. The Company shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the customers of the Company or its Subsidiaries, 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 through Agreement, provided that the Company delivers to Buyer a written log notifying Buyer of the existence of, and the basis for the Company’s withholding of, such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the date hereof until the Effective Time or the earlier termination of this Agreement, the Company shall (i) invite a suitable representative of Buyer, at Buyer’s sole expense, to observe all non-confidential portions of the Closing Company’s Board of Directors (and audit committee thereof) and shareholders meetings (and shall provide such time as representative notice of such meetings and, subject to the restrictions set forth in Section 7.3(a), copies of any materials distributed to directors, committee members and shareholders relating to non-confidential portions of such meetings) and, subject to the prior written consent of any applicable regulatory authority, any regulatory examination exit briefings, and (ii) cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of Buyer and to report the general status of the ongoing operations of the Company. In connection therewith, Buyer shall have the right of full review on any new loan extended by the Company in a principal amount in excess of $3,000,000. The Company will promptly notify Buyer of any material change in the normal course of business of the Company or any the Company’s Subsidiaries or in the operation of their respective properties and of the existence or progress in resolution of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of significant litigation involving any of them, and will keep Buyer fully informed of such events, including, without limitation and with the consent of the applicable regulatory authority, the exit briefing at the conclusion of any regulatory examination. (c) No investigation by Buyer or its representatives shall affect the representations, warranties, covenants or agreements of the Company set forth herein. (d) Notwithstanding anything contained in this Agreement is terminated in accordance with Article VIIIto the contrary, Seller shall cause the Company and Buyer (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation, the Company Subsidiaries tax treatment and any facts that may be relevant to provide, solely in furtherance the tax structure of the transactions contemplated by this Agreement Agreement; provided, however, that neither the Company nor Buyer (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement, or any other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access information to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided extent that any such access pursuant to this Section 5.2 shall be conducted disclosure could result in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller federal or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerstate securities law.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as the termination of this Agreement is terminated in accordance with Article VIIIIX, Seller shall, and shall cause the Company and the Company Subsidiaries to provideCompanies to, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer (a) afford Purchaser and its Designated Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the real property, properties, assets, bookspremises, Contractsbooks and records, insurance policies Contracts and business, regulatory, other documents related to the Business and (b) furnish Purchaser and its Designated Representatives with such financial and other recordsoperating data and information related to the Business as Purchaser or any of its Designated Representatives may reasonably request and is prepared by Seller or the Companies in the Ordinary Course of Business. Notwithstanding anything contained herein to the contrary, (i) all requests by Purchaser or its Designated Representative for access shall be submitted with reasonable advance notice by email to D▇▇ ▇▇▇▇▇▇ (D▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), with a copy to M▇▇▇▇▇▇ ▇▇▇▇ (M▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇.▇▇▇), and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, during normal business hours under the supervision of Seller’s personnel and in such a manner so as to not to unreasonably interfere with the normal operations of Seller or the Company Companies; (ii) the auditors and accountants of Seller or the Companies shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 6.2 shall be subject to applicable rules relating to discovery; (iv) any investment banker, in-house counsel, outside counsel, accountant, auditor, or other advisor or representative retained by Seller or any of its Affiliates (including the Companies) shall not be obligated to make any work papers available to Purchaser or its Designated Representatives relating solely to the preparation, negotiation and execution of this Agreement and the Company Subsidiaries. The foregoing notwithstandingother Transaction Agreements or the sale process generally; (v) any access to the Companies’ or their Affiliates’ properties shall be subject to Seller’s and its Affiliates’ reasonable security and insurance measures, shall be subject to any restrictions applicable to the properties, including the terms of any leases, and shall not include the right to conduct any surface, subsurface, invasive or intrusive environmental testing, sampling or other intrusive investigations of any kind; and (vi) Seller and the Companies shall not be required to cause provide access to any information that is subject to attorney-client privilege, attorney work product protection, or other confidentiality or privilege to the Company extent doing so, as reasonably determined by Seller, the Companies or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries)their counsel, would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of such privilege or trade secret protection to be waived. No investigation by Purchaser or would constitute other information received by Purchaser shall operate as a violation of waiver or otherwise affect any Applicable Lawrepresentation, and warranty or agreement given or made by Seller in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Agreement.

Access to Information. From the date of this Agreement through hereof until the earlier of Closing, to the Closing and such time as this Agreement is terminated in accordance with Article VIIIextent not otherwise precluded by Law, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Company shall (a) afford Buyer and its Representatives withagents, upon reasonable advance notice advisors and during regular business hours, other representatives reasonable access to the officesReal Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and business, regulatory, financial Contracts and other records, documents and management data related to the Company and Representatives the Subsidiaries of the Company; (b) furnish Buyer and its agents, advisors and other representatives with such financial, operating and other data and information related to the Company and the Subsidiaries of the Company as Buyer or any of its agents, advisors or other representatives may request from time to timereasonably request; provided that (c) furnish Buyer and its agents, advisors and other representatives with any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Lawdata, under documents, and information regarding actual or alleged violations of Privacy Laws; and (d) instruct the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations agents, advisors or other representatives of the Company and the Subsidiaries of the Company Subsidiariesto cooperate with Buyer in its preparation for the Closing, including Buyer’s reasonable investigation of the Company and the Subsidiaries of the Company. The foregoing notwithstandingAny investigation pursuant to this Section 4.04 is to be conducted upon reasonable advance notice to the Company and during a time, Seller shall not at a location and in a manner as reasonably agreed upon by the Parties. No investigation which has been or will be required to cause made by Buyer or other information received by Buyer will operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Company Subsidiaries), nor any of the Subsidiaries of the Company shall be required to disclose any information to Buyer if such disclosure would cause a violation jeopardize the protection of any Contract, would, in the reasonable judgment of Seller attorney-client or the Company, result in a loss of other privilege or trade secret protection contravene any applicable Law or would constitute a violation fiduciary duty, it being agreed that each of any Applicable Law, and in any such event, the parties shall Parties agrees to use commercially its reasonable efforts to make appropriate substitute arrangements cause such information to be provided in a manner that does would not result in such loss jeopardy or violationcontravention (such as by entering into a common interest agreement). In addition, Prior to the extent that Seller undertake and completes an appraisal Closing, without the prior written consent of the assets Company, which shall not be unreasonably withheld or delayed, neither Buyer nor Merger Sub shall contact any Dental Provider or any other supplier or customer of the Company or any of the Subsidiaries of the Company Subsidiaries prior and Buyer shall not perform invasive or subsurface investigations of any real property of the Company and its Subsidiaries. Buyer shall, and shall cause its representatives to, abide by the terms of the Confidentiality Agreement with respect to the Closing, Seller shall promptly deliver a copy of such appraisal any access or information provided pursuant to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 4.04.

Access to Information. From the date hereof until the Closing or the termination of this Agreement through Agreement, the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller Parties shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Leased Real Property, properties, assets, bookspremises, ContractsBooks and Records, insurance policies and business, regulatory, financial Assigned Contracts and other recordsdocuments and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the CompanySeller Parties to cooperate with Buyer with respect to the foregoing; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to the Seller Parties, under the supervision of Seller’s the Seller Parties’ personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company and Business or any other businesses of the Company SubsidiariesSeller Parties. The foregoing notwithstandingAll requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Parent or such other individuals as the Seller Parties may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Seller Parties shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in the Seller Parties’ reasonable judgment of discretion: (x) cause significant competitive harm to the Seller Parties and their businesses; (y) jeopardize any attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, without the prior written consent of the Seller Parties, Buyer shall promptly deliver a copy not contact any suppliers to, or customers of, the Business. Each party shall, and shall cause its Representatives to, abide by the terms of such appraisal the Confidentiality Agreement with respect to Buyer and provide Buyer with any access or information provided pursuant to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 6.02.

Access to Information. (a) From and after the date of this Agreement through the earlier of hereof and until the Closing Date, the Seller shall, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and to, afford to the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer Purchaser and its Representatives withaccountants, counsel and other representatives reasonable access, upon reasonable advance notice and during regular normal business hours, reasonable access hours prior to the officesClosing, to the personnel, properties, assets, books, Contracts, insurance policies Contracts and business, regulatory, financial and other records, and management and Representatives records of the CompanyBusiness and shall cause its representatives to consult as reasonably requested by the Purchaser on a regular basis with the representatives of the Purchaser; provided, as Buyer may request from time to time; provided however, that any (i) such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to does not to unreasonably interfere with (A) disrupt the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company Business or (B) violate any Law or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation terms of any Contract, wouldapplicable Contract or be reasonably likely, in the reasonable judgment view of Seller independent counsel to the Seller, to give rise to any failure of, or any material delay in satisfaction of, the Companycondition set forth in Section 9.1(a), result in a loss of privilege or trade secret protection or would constitute a violation (ii) subject to applicable Law, the Purchaser’s access to personnel records of any Applicable LawBusiness Employee shall be limited to those records that pertain to: (A) skill and development training, (B) seniority histories, (C) salary and benefit information (including, without limitation, any severance information), (D) Occupational, Safety and Health Administration reports and records, (E) performance data or similar evaluations and (F) active medical restriction forms, and in (iii) the Purchaser shall not conduct any such eventinvasive sampling or testing with respect to the properties of any Person. (b) From and after the date hereof and until the Closing Date, the parties Seller shall furnish promptly to the Purchaser copies of all monthly financial reports generated by the management of the Business in the ordinary course of business consistent with past practice with respect to the Business no later than ten Business Days following the end of each month. The Seller shall (i) cause to be prepared and shall reasonably cooperate (including by providing any financial information and necessary management representation letters) in the preparation of audited financial statements of the Business for the twelve months ended December 31, 2007, 2006 and 2005, in each case prepared in accordance with GAAP applied on a consistent basis during the periods involved (the “GAAP Audited Financials”), and (ii) use its commercially reasonable efforts to make appropriate substitute arrangements cause its independent auditors to assist and cooperate in a manner that does not result in such loss or violation. In additionthe preparation of the GAAP Audited Financials, including providing their consent to the extent Purchaser to use their audit reports relating to the Business and providing any necessary “comfort letters”; provided that Seller undertake the incremental costs and completes an appraisal expenses associated with the preparation of the assets GAAP Audited Financials in excess of the Company or costs and expenses associated with the Company Subsidiaries prior preparation of the Financial Statements shall be borne by the Purchaser up to an amount not to exceed $400,000, and the amount in excess of such amount shall be borne by the Seller. Subject to the Closingconsent of the Seller’s independent auditors, Seller the Purchaser and its Affiliates shall promptly deliver a copy of be permitted to include such appraisal GAAP Audited Financial Statements in any current report on Form 8 K filed with the Securities and Exchange Commission relating to Buyer the transactions contemplated hereby and provide Buyer in any other reports or registration statements filed by the Purchaser or its Affiliates with access to such reasonable the Securities and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerExchange Commission.

Access to Information. From and after the date of this Agreement through until the earlier of the Closing and such time as Date or the termination of this Agreement is terminated in accordance with Article VIIIits terms, upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which any Seller shall or the Company may be subject, the Sellers will cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, provide to Buyer and its authorized Representatives with, upon reasonable advance notice and during regular normal business hours, hours reasonable access to the officesall books and records, properties, assets, booksand real property of the Company (in a manner so as to not interfere with the normal business operations of the Company); provided, Contractshowever, insurance policies that any such access shall be conducted at Buyer’s sole expense under the supervision of the Company’s personnel. All of such information will be treated as confidential information pursuant to the terms of the Confidentiality Agreement. All requests for such access shall be directed to ▇▇▇ ▇▇▇▇▇ and businesssuch additional Persons designated by the Company in writing to Buyer (collectively, regulatorythe “Designated Contacts”). Other than the Designated Contacts, financial and other records, and management and Representatives or otherwise in the ordinary course of business unrelated to the transactions contemplated hereby or Buyer’s acquisition of the Company, as neither Buyer may request from time to time; provided that nor any such access pursuant to this Section 5.2 of its Affiliates or any of their respective representatives shall be conducted in accordance with Applicable Lawcontact any employee, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations customer, supplier, landlord, lender or other material business relation of the Company and without the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide such access if it would unreasonably disrupt the operations of Seller Buyer or its Subsidiaries (including Representatives regarding the Company and Company’s entry into or conducting of a sale process prior to the Company Subsidiaries)execution of this Agreement or other information, would cause a violation of any Contract, if such disclosure would, in the reasonable judgment discretion of Seller Sellers’ Representative, (a) jeopardize any attorney-client or the Company, result in a loss of other legal privilege or trade secret protection (b) contravene any applicable Laws, fiduciary duty or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries binding agreement entered into prior to the Closingdate hereof. Buyer acknowledges that the information being provided to it in connection with the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, Seller shall promptly deliver a copy the terms of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested which are incorporated herein by Buyerreference.

Access to Information. From Between the date of this Agreement through and the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article VIIIAgreement, Seller shall cause upon reasonable notice, the Company shall (a) give Purchaser and its officers, appropriate employees, accountants, and counsel full access, upon reasonable prior notice during normal business hours, to all buildings, offices, and other facilities and to all Books and Records of the Company, whether located on the premises of the Company or at another location; (b) furnish Purchaser such financial, operating, technical and product data and other information with respect to the business and Assets and Properties of the Company as Purchaser from time to time may reasonably request, including financial statements and schedules; (c) subject to Purchaser and the Company Subsidiaries agreeing to providethe topic and notice of any interviews, solely allow Purchaser the opportunity to interview such customers, suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and other personnel and Affiliates of the Company with the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (d) assist and cooperate with Purchaser in furtherance the development of cooperation plans for implementation by Purchaser and the Company following the Closing; provided, however, that no investigation made prior to the date of this Agreement or made pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty made by the Company herein. Subject to Section 6.3 and the agreements referenced therein, materials furnished to Purchaser pursuant to this Section 6.1 will be subject to the provisions of Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby and will not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerhereunder.

Access to Information. From the date of this Agreement through the earlier a. The Purchaser and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Closing Private Company and the Private Company shall furnish to the Purchaser and its authorized representatives all information with respect to is affairs and business as the Purchaser may reasonably request. The Purchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (I) is in the public domain at the time as of its disclosure to the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Private company. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the Private company, promptly return all copies of all documentation and information provided by the Private company hereunder. b. The Private Company and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Purchaser, and the Purchaser shall furnish or cause to be furnished the Private Company and its authorized representatives all information with respect to its affairs and business the Private Company may reasonably request. The Private Company shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (I) is in the public domain at the time of its disclosure to the Private company; (ii) becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance written consent of the transactions contemplated by Purchaser. In the event this Agreement and is terminated prior to Closing, the other Transaction Agreements, Buyer and its Representatives withPrivate Company shall, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives written request of the CompanyPurchaser, as Buyer may request from time to time; promptly return all copies of all documentation and information provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under by the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerPurchaser hereunder.

Access to Information. From During the date of this Agreement through Pre-Closing Period, the earlier Company shall afford Acquiror and its Representatives reasonable access to, upon reasonable notice during regular business hours, subject to restrictions imposed by applicable Law, (a) all of the Closing assets, properties, Books and Records and Contracts of the Company and each Company Entity and (b) all other information concerning the business, assets, properties and personnel of the Company and each Company Entity as Acquiror may reasonably request, in order for Acquiror to have the opportunity to make such time investigation as this Agreement is terminated in accordance with Article VIII, Seller it shall cause reasonably desire to make of the business and the affairs of the Company and the Company Subsidiaries to provideEntities, solely including in furtherance of connection with the transactions matters contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to timeSection 7.11; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to does not to unreasonably interfere with the normal operations of the Company and Company, the Company SubsidiariesEntities or their Affiliates or extend to any information that is subject to any applicable attorney-client, work product or other privilege (provided, that each party shall cooperate to enter into any mutually agreeable arrangements, including the potential entry into a joint defense agreement, to permit such access or disclosure without the loss of such privilege claimed). The foregoing notwithstandinginformation provided pursuant to this Section 7.9 will be governed by the applicable terms and conditions of the Non-Disclosure Agreement while in effect. Notwithstanding anything to the contrary in this Section 7.9, Seller Acquiror shall not, and shall cause its Representatives not be required to, conduct, prior to cause the Company or Closing, without the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations prior written consent of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result which consent the Company may grant or withhold in a loss of privilege its sole discretion, any sampling, testing or trade secret protection other intrusive indoor or would constitute a violation of outdoor investigation at or in connection with the Real Property or any Applicable Law, and other property associated or affiliated in any such event, way with the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss businesses or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets operations of the Company or the Company Subsidiaries Entities. Notwithstanding anything herein to the contrary, prior to the Closing, Seller Acquiror shall promptly deliver not (and shall not knowingly permit any of its employees, agents, Representatives to) knowingly contact any customer, supplier, distributor, contractor, lender or other material business relation of the Company or any Company Entity in connection with the Merger without the prior written consent of the Company (not to be unreasonably delayed, conditioned or withheld) (it being understood, for the avoidance of the doubt, this Section 7.9 shall not prohibit Acquiror or any of its employees, agents, or other Representatives from contacting in the ordinary course any customer, supplier, distributor, contractor, lender or other material business relation of the Company to the extent unrelated to the Company or any Company Entity or the transactions contemplated by this Agreement). No information or knowledge obtained in any investigation conducted pursuant to this Section 7.9 or otherwise shall affect or be deemed to qualify, limit, waive, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions of this Agreement, or the rights of Acquiror or any Indemnified Party under or arising out of a copy breach of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Agreement.

Access to Information. From (a) Without unreasonable disruption of its or its Subsidiaries’ businesses, and subject to Section 7.2(b) below, between the date of this Agreement through and the earlier Closing Date, the Company shall, and shall cause each of its Subsidiaries and each of the Closing Company’s and such time as this Agreement is terminated in accordance with Article VIIIits Subsidiaries’ officers, Seller shall cause employees and agents to, give Buyer and MergerCo and their representatives reasonable access upon reasonable notice and during times mutually convenient to Buyer and MergerCo and senior management of the Company and its Subsidiaries to the facilities, properties, employees, books and records of the Company and its Subsidiaries as from time to providetime may be reasonably requested. (b) Buyer and MergerCo shall use commercially reasonable efforts so that any such investigation does not unreasonably interfere with any of the businesses or operations of the Company or its Subsidiaries. All requests by Buyer or MergerCo for access or information shall be submitted or directed exclusively to an individual or individuals to be designated by the Company. In the event that Buyer desires to contact any partner, solely in furtherance lender, lessor, vendor, customer, supplier, employee or consultant of the Company or any of its Subsidiaries with respect to the Company or its Subsidiaries or with respect to the transactions contemplated by this Agreement Agreement, Buyer shall first inform the Company of such fact and the other Transaction AgreementsCompany shall cooperate reasonably with Buyer to facilitate such contact and, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of if requested by the Company, as Buyer may request from time to time; provided that contact any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the foregoing jointly with Buyer. (c) The Company will prepare and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required furnish to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable LawBuyer as soon as they become available, and in any such event, not later than thirty (30) days after the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner end of each month (commencing with the month ended April 30, 2008; provided that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or shall have until June 10 to deliver the statements for the month ended April 30, 2008) an unaudited consolidated balance sheet and unaudited unconsolidated statements of income and cash flows for the Company and its Subsidiaries for each such full monthly period prior to the Closing, Seller shall promptly deliver . The Company will prepare each of the foregoing financial statements on a copy of such appraisal to Buyer and provide Buyer basis consistent with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe Estimated Reference Date Balance Sheet.

Access to Information. From (a) Prior to the date of this Agreement Closing Date, upon Buyer’s request and with Seller’s consent, such consent not to be unreasonably withheld, conditioned or delayed, Buyer shall be entitled, through the earlier its officers, employees, representatives and advisors, to make investigation of the Closing properties, businesses, assets and such time as this Agreement is terminated in accordance with Article VIIIoperations, Seller shall cause examination of the books and records, of the Company and the Company Subsidiaries and to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable have access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and members of senior management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding. (b) Any such investigation and examination shall be conducted during the Company’s (or a Company Subsidiary’s, as applicable) regular business hours (unless the Seller shall deem otherwise required) and under circumstances that will not unreasonably disrupt the Company’s (or a Company Subsidiary’s, as applicable) or Seller’s operations or business. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to cause disclose any information to Buyer if such disclosure would, in Seller’s sole discretion (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or binding agreement entered into prior to the Company or date of this Agreement (provided that the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including Seller, the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties Subsidiaries (as applicable) shall use commercially reasonable efforts to make appropriate substitute arrangements disclose such information in a manner way that does would not result in jeopardize such loss privilege or violationto obtain the consent of third parties to permit such disclosure or as applicable). In additionBuyer shall, and shall cause its representatives (as applicable) to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1. Notwithstanding anything to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries contrary contained herein, prior to the Closing, without the prior written consent of a representative of Seller (who shall promptly deliver a copy of such appraisal be identified in writing to Buyer and provide as the representative contemplated by this Section 6.1), none of Buyer with access to such reasonable and supporting information underlying such appraisalnor its representatives shall contact any employees, including suppliers or customers of the Company, any third-party provider involved in its preparation, as may be reasonably requested by BuyerCompany Subsidiary or Seller regarding this Agreement or the transactions contemplated hereby.

Access to Information. From the date of this Agreement through to the earlier of the Closing and such time as the termination of this Agreement is terminated in accordance with Article VIIIXI, Seller shall, and shall cause the Company and the Company each of its Subsidiaries to: (i) provide to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer Parent and its Representatives withreasonable access, upon reasonable advance notice and during regular Seller’s normal business hours, reasonable access in such a manner as not to interfere unreasonably with the offices, properties, assets, books, Contracts, insurance policies business conducted by Seller or any of its Subsidiaries and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel personnel, upon reasonable advanced notice to Seller, to the Business Real Property and in to the officers, employees, properties, offices and other facilities of Seller and each of its Subsidiaries that are primarily related to the Business (but only to the extent applicable to the Business) and to the books and records thereof (including for purposes of conducting non-invasive environmental assessments) and (ii) reasonably promptly furnish such a manner information concerning the properties (including the Business Real Property), Contracts, assets and liabilities primarily related to the Business as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstandingBuyer Parent or its Representatives may reasonably request; provided, however, that (x) Seller shall not be required to (or to cause the Company or the Company any of its Subsidiaries to provide to) afford such access if it would unreasonably disrupt or furnish such information to the operations of extent that Seller or its Subsidiaries reasonably believes that doing so would: (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, A) result in the reasonable judgment of Seller or the Company, result in a loss of attorney-client privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties (but Seller shall use commercially its reasonable best efforts to make appropriate substitute arrangements allow for such access or disclosure in a manner that does not result in such a loss of attorney-client privilege), or violation. In addition(B) breach, to the extent that Seller undertake and completes an appraisal of the assets of the Company contravene or the Company Subsidiaries violate any applicable Law, fiduciary duty or binding agreement entered into prior to the Closingdate of this Agreement (it being understood and agreed that the Parties shall use their commercially reasonable efforts to cause any information that is withheld pursuant to clause (A) or (B) to be provided or made available in a manner that is not prohibited by clause (A) or (B)) and (y) without the prior written consent of Seller (which may be withheld in Seller’s sole discretion), Buyers shall not contact any suppliers to, or customers of, the Business. Without the prior written consent of Seller shall promptly deliver a copy (which may be withheld in Seller’s sole discretion), the rights of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalset forth in this Section 8.3 explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling or investigations, including testing of air, soil, surface water, groundwater or any third-party provider involved in its preparation, as may be reasonably requested by Buyerother media.

Access to Information. From the date of this Agreement through until the earlier Closing Date: (a) The Company shall permit representatives of Buyer to have reasonable access (during normal business hours after 48 hours advance notice, and in a manner so as not to interfere with the normal business operations of the Closing Company) to all premises, properties, financial and such time as accounting records, contracts, customer records, other records and documents, and personnel, of or pertaining to the Company. Unless otherwise required by Law, all information supplied pursuant to this Section shall be maintained in strict confidence, subject to the Buyer Confidentiality Agreement, and in the event that this Agreement is terminated terminated, all written material relating thereto shall be returned to the Company, and Buyer shall make no further use of such material; provided that nothing in accordance this Section shall preclude Buyer from sharing only such necessary information with Article VIII, Seller shall cause its representatives or from disclosing the Company and the Company Subsidiaries to provide, solely in furtherance existence of the transactions contemplated by this Agreement and the other Transaction Agreements, transactions contemplated hereby in accordance with the securities laws of the United States. (b) Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, shall permit representatives of the Company to have reasonable access (during normal business hours after 48 hours advance notice, and in a manner so as not to interfere with the officesnormal business operations of Buyer) to all premises, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other accounting records, contracts, and management other material records and documents of or pertaining to Buyer. Representatives of the CompanyCompany shall not contact the Buyer's customers, as Buyer may request from time to time; provided that any such access personnel or contractors in connection with the transactions herein contemplated without the prior consent of the Buyer. Unless otherwise required by Law, all information supplied pursuant to this Section 5.2 shall be conducted maintained in accordance with Applicable Lawstrict confidence, under the supervision of Seller’s personnel and in such a manner as the event that this Agreement is terminated, all written material relating thereto shall be returned to not to unreasonably interfere with the normal operations of the Company Buyer, and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause make no further use of such material; provided that nothing in this Section shall preclude the Company or the Company Subsidiaries to provide from sharing only such access if it would unreasonably disrupt the operations of Seller or necessary information with its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerrepresentatives.

Access to Information. From the date of this Agreement through until the earlier of the Closing Effective Time and such time as the termination of this Agreement is terminated in accordance with the terms set forth in Article VIII, Seller shall cause to the extent permitted by applicable Law, the Company shall, during normal business hours and upon reasonable request, (a) give Parent and its Representatives, upon receipt of advance notice, reasonable access, in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries to provideor any Subsidiary thereof, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assetscontracts, booksbooks and records of the Company and its Subsidiaries, Contracts, insurance policies (b) furnish to Parent and business, regulatory, its Representatives such financial and operating data and other records, and management and Representatives information (including any actuarial appraisal models in respect of the Company, Company developed by the Company or any of its Representatives) as Buyer such Persons may reasonably request from time and (c) instruct its Representatives to timereasonably cooperate with Parent and its Representatives in its investigation of the business of the Company and its Subsidiaries; provided that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the Company’s normal operations or cause an unreasonable burden on the employees of the Company and Company; provided, further, that no such investigation shall affect any representation or warranty given by any Party hereunder. Notwithstanding the foregoing, (i) the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause provide any information (A) that it reasonably believes it may not provide to Parent by reason of any applicable Law, (B) that constitutes information protected by attorney-client privilege or (C) that relates to the negotiation and execution of this Agreement or, except as contemplated by Section 6.10, to any Company Acquisition Proposal or Company Adverse Recommendation Change and (ii) in connection with any such request, Parent shall not be permitted to perform any environmental sampling or testing at real property owned or leased by the Company or any of its Subsidiaries. The Company shall use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent pursuant to this Section 6.2 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Company Subsidiaries Confidentiality Agreement; provided that, notwithstanding anything to the contrary in this Section 6.2 or the Company Confidentiality Agreement, Parent and its Representatives may provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including any information regarding the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner its Subsidiaries that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerany provider of any Debt Financing in connection with such Debt Financing so long as such provider is subject to confidentiality arrangements customary for financings similar to such Debt Financing.

Access to Information. From (a) Upon reasonable notice, the date of this Agreement through Sellers and the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller Purchasers shall cause their respective officers, employees, agents, representatives, accountants and counsel to: (i) afford the Company other's officers, employees and the Company Subsidiaries to provideauthorized agents, solely in furtherance of the transactions contemplated by this Agreement accountants, counsel and the other Transaction Agreementsrepresentatives reasonable access, Buyer and its Representatives with, upon reasonable advance notice and during regular normal business hours, reasonable access to the offices, properties, plants, other facilities, environmental records, books and records of (x) the Sellers relating to the Business and to those employees and counsel of the Sellers who are knowledgeable about the Business and (y) the Purchasers relating to Supply's business and to Supply's employees and counsel; and (ii) furnish to the officers, employees and authorized agents, accountants, counsel and representatives of each other such additional financial and operating data and other information (or legible copies thereof) regarding the assets, books, Contracts, insurance policies properties and business, regulatory, financial and other records, and management and Representatives goodwill of (x) the CompanyBusiness, as Buyer the Purchasers may request from time to timetime reasonably request and (y) Supply's business, as the Sellers may from time to time reasonably request; provided PROVIDED, HOWEVER, that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause require either the Company Sellers or the Company Subsidiaries Purchasers to provide such access if it would unreasonably disrupt the operations of Seller permit any inspection, or its Subsidiaries (including the Company and the Company Subsidiaries)to disclose any information, would cause a violation of any Contract, would, that in the reasonable judgment of Seller the Sellers or the CompanyPurchasers, as the case may be, would result in a the disclosure of any trade secrets of third parties, the loss of any applicable attorney-client privilege or trade secret protection or would constitute a violation violate any of any Applicable Law, and in any their obligations with respect to confidentiality so long as such event, the parties party shall use commercially have used reasonable efforts to make appropriate substitute arrangements obtain approval to such inspection or disclosure of such information. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers or the Purchasers prior to the Closing with respect to this Agreement or the transactions contemplated hereby, the Sellers and the Purchasers shall (i) retain their respective books and records (with regard to the Sellers, relating to the Business, and with regard to the Purchasers, relating to Supply's business) for periods prior to the Closing in a manner reasonably consistent with the prior practice of the Sellers or the Purchasers, as applicable, and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Sellers and the Purchasers reasonable access (including the right to make, at the Sellers' or at the Purchasers' expense, photocopies), during normal business hours, to such books and records (subject to any confidentiality obligations and any attorney-client privilege). (c) In order to facilitate the resolution of any claims made by or against or incurred by the Sellers or the Purchasers after the Closing with respect to this Agreement or the transactions contemplated hereby, other than claims by either Seller or Purchaser against each other, the Sellers and the Purchasers shall (i) retain the books and records of the Business and the Purchasers' business in a manner consistent with the Sellers' or Purchasers' document retention policies and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Sellers or the Purchasers reasonable access (including the right to make photocopies, at the expense of the Sellers or the Purchasers), during normal business hours, to such books and records (subject to any confidentiality obligations and any attorney-client privilege). (d) The Sellers and the Purchasers shall cooperate with each other with respect to the exchange of information contemplated by Section 5.02(b) and (c), and shall, in addition thereto, make available to the other all witnesses as may be reasonably necessary in connection with resolving such claim; PROVIDED, HOWEVER, that does reasonable out-of-pocket expenses incurred by the Sellers or the Purchasers, as the case may be, related to providing such information or making such personnel available, shall be reimbursed by the party making or against whom such claims are made. (e) The Sellers agree to provide the Purchasers with copies, at the same time they are distributed to any officers or employees of the Sellers, of all risk management reports or analyses, "stress tests" and other analyses of risk exposure (including, but not result in limited to, market and credit risk or exposure) prepared relating to the Business. Prior to Closing, any written material related to the Business prepared by or for the Risk Oversight Committee of ML & Co. shall be delivered to the Purchasers at the same time that such loss materials are delivered or violationmade available to such Risk Oversight Committee. In addition, Sellers agree that between the date hereof and the Closing Date, they shall provide to the extent Purchasers on a weekly basis a written report which shall set forth a summary of trade information for that Seller undertake week in form and completes an appraisal of substance to be mutually agreed to by the assets of parties. Written confirmations received by the Company or the Company Subsidiaries prior Sellers related to any transaction set forth on a Weekly Report shall be delivered to the Closing, Seller shall Purchasers promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerafter receipt thereof.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall, and shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Leased Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and management other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably materially interfere with the normal operations of the Company and Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to disclose any information to Buyer if such disclosure would: (x) cause the Company or the Company Subsidiaries material competitive harm to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries)Seller, would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or trade secret protection other legal privilege; or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior Prior to the Closing, Seller without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall promptly deliver a copy not contact any suppliers to, or customers of, the Company. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe Leased Real Property without the prior written consent of Seller.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company and the Company Subsidiaries to provideCompany, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company to cooperate with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably materially interfere with the normal operations of the Company and Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to RJA or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause the Company or the Company Subsidiaries significant competitive harm to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including Seller, the Company and their respective businesses if the Company Subsidiaries), would cause a violation of transactions contemplated by this Agreement are not consummated; (y) jeopardize any Contract, would, in the reasonable judgment of Seller attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller without the prior written consent of Seller, which shall promptly deliver a copy not be unreasonably withheld, conditioned or delayed, neither Parent nor Buyer shall not contact any suppliers to, or customers of, the Company. Each of such appraisal Parent and Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to Buyer and provide Buyer with any access or information provided pursuant to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 5.02.

Access to Information. From Prior to the date of this Agreement Closing, Purchaser and Merger Sub shall be entitled, through the earlier their respective officers, employees and representatives (including their legal advisors and accountants), to make such investigation of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies businesses and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause Subsidiaries and such examination of the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations books and records of Seller or its Subsidiaries (including the Company and the Subsidiaries as they reasonably request and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company Subsidiaries)shall cause the officers, would cause a violation employees, consultants, agents, accountants, attorneys and other representatives of any Contract, would, the Company and the Subsidiaries to cooperate with Purchaser and Merger Sub and its representatives in connection with such investigation and examination and use reasonable efforts to afford access to Purchaser and its respective representatives to the reasonable judgment work papers of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable LawErnst & Young LLP, and in any such event, the parties Purchaser and Merger Sub and their respective representatives shall use their commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in cooperate with the Company and its representatives and minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such loss investigation or violation. In addition, examination shall be permitted to the extent that Seller undertake and completes an appraisal of the assets of it would require the Company or any of the Company Subsidiaries to disclose information subject to attorney-client privilege. Notwithstanding anything to the contrary contained herein, (i) neither Purchaser nor Merger Sub shall, prior to the Closing, Seller without the prior written consent of the Company (which consent shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalnot be unreasonably withheld, including any third-party provider involved in its preparation, as delayed or conditioned but which consent may be reasonably requested by Buyer.conditioned upon a Company designated representative being in attendance), contact any suppliers to, or customers of, the Company or any of the Subsidiaries, and (ii) neither Purchaser nor Merger Sub shall, prior to the Closing, without the prior written consent of the Company (which may be withheld for any

Access to Information. From the date of this Agreement through until the earlier Closing, Seller shall, and shall cause its Affiliates to (i) permit Purchaser and its Representatives to have reasonable access, in a manner so as not to interfere with the normal business operations of the Closing Business, to all premises, properties, books, records (including Tax records) contracts and such time documents exclusively related to the Business and (ii) furnish Purchaser with all financial, operating and 33 other data and information related exclusively to the Business (including copies thereof), as Purchaser may reasonably request; provided, however, that Seller shall not be required to permit any inspection or other access, or to disclose any information that in the reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement is terminated Agreement, (C) violate or result in accordance with Article VIIIthe loss or material impairment of any information subject to the attorney-client privilege or the attorney work product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall cause not be required to permit any inspection or other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by Seller in its sole discretion, ▇▇▇▇▇▇▇▇▇ agrees that it shall not undertake any environmental testing in connection with the Company and the Company Subsidiaries to provide, solely access provided in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, Section 6.3. Any such access will be provided or conducted during normal business hours upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable LawSeller, under the reasonable supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company Seller and the Company Subsidiariesits Affiliates. The foregoing notwithstanding, All requests by Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to such individual or individuals as Seller shall not be required may designate in writing from time to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries time (including the Company and the Company Subsidiariesin response to Purchaser’s request), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any of its Affiliates shall contact any employees of, suppliers to or customers of the Business or any other person with a material business relationship with Seller or its Affiliates. Purchaser shall, and shall promptly deliver a copy cause its Affiliates to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.3 or otherwise, in accordance with the terms of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerConfidentiality Agreement.

Access to Information. (a) From the date of this Agreement through the earlier of hereof until the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller shall cause the Company will give the Buyer, its counsel, financial advisors, auditors and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, authorized representatives reasonable access to the offices, properties, assetsbooks and records of the Company; provided, booksthat any such access (i) shall be during normal business hours on reasonable notice, Contracts(ii) shall not, insurance policies except as otherwise agreed in writing by the Company Shareholder and businessthe Company, regulatoryinclude any sampling or testing of soil, financial sediment, surface or ground water and/or building material, (iii) shall not be required where such access would be prohibited or otherwise limited by any applicable Law or agreement and other records(iii) shall not otherwise unreasonably interfere with the conduct of the business of the Company. (b) From and after the Closing Date, in connection with any matter relating to any period prior to, or any period ending on, the Closing Date, the Buyer shall, upon the request and management at the expense of the Company Shareholder, permit the Company Shareholder and Representatives his representatives full access at all reasonable times to the books and records of the Company, and the Buyer shall execute (and shall cause the Company to execute) such documents as the Company Shareholder may reasonably request to enable the Company Shareholder to defend Tax audits, perform Tax planning or file any required reports or Tax Returns relating to the Company. The Buyer may request from time to time; provided that any shall not dispose of such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under books and records during the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere seven-year period beginning with the normal operations of Closing Date without the Company and the Company Subsidiaries. The foregoing notwithstandingShareholder’s written consent, Seller which shall not be required unreasonably withheld, conditioned or delayed. Following the expiration of such seven-year period, the Buyer may dispose of such books and records at any time upon giving 60 days’ prior written notice to cause the Company or Shareholder, unless the Company Subsidiaries Shareholder agrees to provide take possession of such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company books and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, records within 60 days at no expense to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer.

Access to Information. From After the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller Purchaser shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, provide reasonable access to the officesofficers, propertiesemployees, assetsagents and representatives of Seller or any of its Affiliates to (i) Purchaser's books and records for the Hotel to facilitate the preparation of any documents required to be filed by Seller under Applicable Law or the resolution of any audit, bookslitigation or other proceeding, Contractsclaim or charge made by any Person or insurance claim involving Seller or any of its Affiliates; (ii) the Property to conduct any examination, insurance policies and businesstests, regulatory, financial and other records, and management and Representatives investigations or studies of the CompanyProperty required for the resolution of any litigation or other proceeding, as Buyer may request from time claim or charge made by any Person involving Seller or any of its Affiliates; and (iii) the employees of Purchaser (or Purchaser's manager) whose assistance or testimony is reasonably deemed necessary or advisable by Seller to timeassist Seller in evaluating or defending any audit, litigation or other proceeding, claim or charge made by any Person or insurance claim involving any Seller Indemnitees; provided provided, however, that any (A) such access pursuant Seller or Affiliate thereof shall provide reasonable prior notice to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller Purchaser; (B) Purchaser shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt during non-business hours; (C) Purchaser shall have the operations right to have to accompany the officer, employees, agents or representatives of such Seller or Affiliate thereof in providing access to its Subsidiaries books and records, the Property or the employees of Purchaser (including or Purchaser's manager) as provided in this Section 7.8. Seller shall, at its cost and expense, repair any damage to the Company and Property or any other property owned by a Person other than Seller arising from or in connection with Seller exercising its right to access the Company SubsidiariesProperty in accordance with this Section 7.8 ("SELLER ACCESS"), would cause a violation of any Contract, would, in and restore the reasonable judgment of Seller Property or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any other third-party provider involved property to the same condition as existing prior to Seller Access. Seller hereby releases the Purchaser Indemnitees for any Losses incurred by any of the Seller Indemnitees directly arising from or in its preparationconnection with Seller Access, as may be reasonably requested except for Purchaser's gross negligence or intentional misconduct. Seller shall defend, indemnify and hold harmless the Purchaser Indemnitees from and against any Losses incurred by Buyerany Purchaser Indemnitees arising from or in connection with Seller Access. This Section 7.8 shall survive the Closing.

Access to Information. From (a) Subject to any limitations on disclosures to which the date of this Agreement through Parent and the earlier of Acquiror agreed in the Confidentiality Agreement, the Parent shall, prior to the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller shall cause the each member of each Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries Group (including the Company and the Company Subsidiaries), would cause a violation of any Contract, wouldor, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation case of any Applicable LawCompany Group member that is a Non-Controlled Entity, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in cause such loss or violation. In additionNon-Controlled Entity) (i) to afford to the Acquiror and its Representatives access, at reasonable times upon reasonable prior notice, to the extent that Seller undertake officers, employees, agents, properties, offices and completes an appraisal of the assets other facilities of the Company or the Company Subsidiaries prior Group member and to its Books and Records and (ii) to furnish promptly to the ClosingAcquiror and its Representatives such information concerning the properties, Seller shall promptly deliver a copy of such appraisal contracts, records and personnel (including financial, operating and other data and information) related to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, the Businesses as may be reasonably requested requested, from time to time, by Buyeror on behalf of the Acquiror; provided, that Acquiror's Representatives (i) comply with the provisions of the Confidentiality Agreement, (ii) comply with all applicable safety and other rules of conduct of such offices and facilities and (iii) do not unreasonably interfere with the operation of such offices or facilities or the personnel involved. In this regard, the Acquiror acknowledges that none of the Non-Controlled Entities is under the direct or indirect control of the Parent. (b) Subject to any limitations on disclosures to which the Parent and the Acquiror agreed in the Confidentiality Agreement, the Parent shall, at any time following the issuance of a press release or similar disclosure announcing the execution of this Agreement and prior to the Closing Date, cause each member of each Company Group to afford to the Acquiror and its Representatives access, at reasonable times and upon reasonable prior notice, to the customers and suppliers of such Company Group member. (c) All information provided to the Acquiror and the Acquiror's Representatives pursuant to the Parent's Disclosure Letter and otherwise pursuant to subsection (a) of this Section shall be deemed to be "Evaluation Material" as that term is defined in the Confidentiality Agreement but subject to the exclusions and exceptions described therein.

Access to Information. From a. The Parent Company and the Buyer, and their authorized representatives, shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Target Company, and the Target Company shall furnish or cause to be furnished to the Parent Company and the Buyer, and their authorized representatives, all information with respect to its affairs and business as the Parent Company or the Buyer may reasonably request. The Parent Company and the Buyer shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Buyer; (ii) becomes part of the public domain after disclosure through no fault of the Buyer; (iii) is known to the Buyer or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Target Company. In the event this Agreement is terminated prior to Closing, the Parent Company and the Buyer shall, upon the written request of the Target Company, promptly return all copies of all documentation and information provided by the Target Company hereunder. b. The Target Company and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Parent Company and the Buyer reasonably related to this transaction, and the Parent Company and the Buyer shall furnish or cause to be furnished to the Target Company and its authorized representatives all information with respect to their affairs and business the Target Company may reasonably request. The Target Company shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Target Company; (ii) becomes part of the public domain after disclosure through no fault of the Target Company; (iii) is known to the Target Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Parent Company and the Buyer. In the event this Agreement is terminated prior to Closing, the Target Company shall, upon the written request of the Parent Company or the Buyer, promptly return all copies of all documentation and information provided by the Parent Company or the Buyer hereunder. Notwithstanding the foregoing, the Buyer shall prohibit its authorized representatives from disclosing any material nonpublic information received either prior to, as of, or from the date of this Agreement through the earlier Agreement. c. For a period of five years from the Closing and such time as this Agreement is terminated in accordance with Article VIIIDate, Seller shall cause the Parent Company and the Company Subsidiaries Buyer shall grant to provide▇▇▇ ▇▇▇▇▇▇▇▇, solely in furtherance ▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, the Shareholders, the right to inspect any of the transactions contemplated by this Agreement books and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives records of the Company, as Buyer may request from Target Company existing at the time to timeof closing; provided that any each party shall hold confidential all such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Lawinformation and documents, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries other than information that (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, i) is in the reasonable judgment public domain at the time of Seller or the Companyits disclosure to ▇▇▇ ▇▇▇▇▇▇▇▇, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, ▇▇▇ ▇▇▇▇▇▇; and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyer.▇▇▇▇▇ ▇▇▇▇▇▇

Access to Information. From the date of this Agreement through the earlier a. The Purchaser and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Closing Private Company, and the Private Company shall furnish or cause to be furnished to the Purchaser and its authorized representatives all information with respect to its affairs and business as the Purchaser may reasonably request. The Purchaser shall hold, and shall cause its representatives to hold, confidential all such information and documents, other than information that (i) is in the public domain at the time as of its disclosure to the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any ofits officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent ofthe Private Company. In the event this Agreement is terminated in accordance with Article VIIIprior to closing, Seller shall cause the Purchaser shall, upon the written request of the Private Company. promptly return all copies of all documentation and information provided by the Private Company hereunder. b. The Private Company and the Company Subsidiaries its authorized representatives shall have full access during normal business hours to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, all properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, contracts, and management and Representatives documents of the CompanyPurchaser, as Buyer may request from time and the Purchaser shall furnish or cause to time; provided that any such access pursuant be furnished to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Private Company and its authorized representatives all information with respect to its affairs and business the Private Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalmay reasonably request, including any third-party provider involved in its preparation, such information as may be reasonably requested required in order to conduct an audit of the financial statements of the Purchaser and the Private Company on a consolidated basis. The Private Company shall hold, and shall cause its representatives to hold, confidential all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Private Company; (ii) becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Purchaser. In the event this Agreement is terminated prior to closing, the Private Company shall, upon the written request of the Purchaser promptly return all copies of all documentation and information provided by Buyerthe Purchaser hereunder.

Access to Information. From the date of this Agreement through Date until the earlier of Share Acceptance Time and the Closing termination of this Agreement, the Company shall (and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause its Subsidiary to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Company Parent and the Company Subsidiaries Purchaser reasonable access, in a manner not materially disruptive to provide, solely in furtherance the operations of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and its Subsidiary, during normal business hours and upon reasonable notice, to the properties, books and records of the Company Subsidiaries. The foregoing notwithstandingand its Subsidiary and, Seller during such period, shall, and shall cause its Subsidiary to, furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiary in each case as may be reasonably requested and necessary to consummate the Transactions (and not be required to cause conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or its Subsidiary to disclose any information to the Company Subsidiaries to provide Parent or the Purchaser if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in the reasonable judgment of Seller or the Company, result in a loss of privilege (a) violate applicable Law or trade secret protection or would constitute a violation the provisions of any Applicable Lawagreement to which the Company or its Subsidiary is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets following are received by the Company with regard to the transactions contemplated by this Agreement, the Company shall provide to the Parent a copy of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver financial advisor’s analysis and conclusions and a copy of such appraisal the relevant portions of the Company financial advisor’s presentation to Buyer the Company Board related thereto. Any confidentially agreements by and provide Buyer between the Company and the Parent shall apply with access respect to such reasonable information furnished hereunder by the Company, its Subsidiary and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthe Company’s representatives.

Access to Information. (a) From the date of this Agreement through hereof until the earlier of the Closing and the termination of this Agreement, the Sellers shall, and shall cause each Company to, (i) afford the Buyers and their representatives reasonable access upon reasonable prior notice to and the right to inspect all of the Real Estate and the properties, assets, premises, books and records, Contracts and other documents (b) The Buyer Parties acknowledge that, pursuant to the right of access granted to Buyers under this Section 8.15, the Buyer Parties will become privy to confidential and other information of Sellers and the Companies and that such time as confidential information (which includes the Buyer Parties’ conclusions with respect to its evaluations) shall be held confidential by the Buyer Parties and their representatives in accordance with the NDA. The NDA shall terminate on the Closing Date unless this Agreement is terminated pursuant to Article X, in accordance with Article VIIIwhich case the NDA shall remain in full force and effect. (c) Notwithstanding anything to the contrary in this Agreement, no Seller nor any Company shall be required to disclose any information to Buyers if UQF reasonably believes such disclosure (i) constitutes competitively sensitive information or would cause significant competitive harm to the Company and Companies, the Company Subsidiaries to provideSellers, solely in furtherance of the Business or the Real Estate if the transactions contemplated by this Agreement and the are not consummated, (ii) would jeopardize any attorney-client, work product or other Transaction Agreementsprivilege, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that or (iii) would contravene any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiariesapplicable Laws or fiduciary duty. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalUQF, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, no Buyer Party shall contact any suppliers to, or customers of, any Company or the Business; provided, that this shall not limit any Buyer Party from any contact with any of the foregoing unrelated to the transactions contemplated by Buyerthis Agreement.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller Sellers shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, ContractsBooks and Records, insurance policies and business, regulatory, financial Assigned Contracts and other recordsdocuments and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers to cooperate with Buyer in its investigation of the CompanyBusiness; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Sellers, under the supervision of Seller’s Sellers’ personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company and Business or any other businesses of Sellers. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to B▇▇ ▇▇▇▇▇▇▇▇ or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller Sellers shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in Sellers’ sole discretion: (x) cause significant competitive harm to Sellers and their businesses, including the reasonable judgment of Seller Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalSellers, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by Buyerthe terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property (as provided in Section 3.1 of the Real Estate Purchase Agreement), Tangible Personal Property, properties, assets, bookspremises, ContractsBooks and Records, insurance policies and business, regulatory, financial Assigned Contracts and other recordsdocuments and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the CompanySeller to cooperate with Buyer in its investigation pursuant to this Agreement; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and personnel. Notwithstanding anything to the contrary in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstandingthis Agreement, Seller shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses if the reasonable judgment of Seller transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalSeller, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property except as permitted pursuant to the terms and conditions set forth in the Inspection Agreement between Seller and Tex-Tube Company. Buyer shall, and shall cause its Representatives to, abide by Buyerthe terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information. From a. Parent Company and the Buyer and their authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of each Seller, and each Seller shall furnish or cause to be furnished to Parent Company and the Buyer and their authorized representatives all information with respect to their affairs and business as Parent Company or the Buyer may reasonably request. Parent Company and the Buyer shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to Parent Company or the Buyer; (ii) becomes part of the public domain after disclosure through no fault of Parent Company or the Buyer; (iii) is known to Parent Company or the Buyer or any of their officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of Seller. In the event this Agreement is terminated prior to closing, Parent Company and the Buyer shall, upon the written request of any Seller, promptly return all copies of all documentation and information provided by such Seller hereunder. ▇. ▇▇▇▇▇▇▇ and their authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of Parent Company and the Buyer, and Parent Company and the Buyer shall furnish or cause to be furnished to Sellers and their authorized representatives all information with respect to their affairs and business as Sellers may reasonably request. Each Seller shall hold, and shall cause their representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to such Seller; (ii) becomes part of the public domain after disclosure through no fault of such Seller; (iii) is known to such Seller or any of its partners or managers prior to disclosure; or (iv) is disclosed in accordance with the written consent of Parent Company or the Buyer, as applicable. In the event this Agreement is terminated prior to closing, each Seller shall, upon the written request of Parent Company or the Buyer, promptly return all copies of all documentation and information provided by Parent Company or the Buyer hereunder. Notwithstanding the foregoing, each of the Sellers shall prohibit its authorized representatives from disclosing any material nonpublic information received either prior to, as of, or from the date of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerAgreement.

Access to Information. From Except with respect to access for the date of this Agreement through the earlier purposes of the provisions of Article IX which shall be governed solely by Article IX: (a) Subject to the restrictions of any applicable Law or contractual undertaking, during the Pre-Closing and such time as this Agreement is terminated in accordance with Article VIIIPeriod, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (i) give Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, authorized representatives reasonable access to the offices, properties, assets, books, Contractsrecords, insurance policies and businesswork papers, regulatory, financial offices and other records, facilities and management and Representatives properties of the CompanyAcquired Companies, (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request from time and (iii) cause the officers of Acquired Companies to timefurnish Buyer with such financial and operations data and other information with respect to the Acquired Companies as Buyer may reasonably request; provided provided, however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Law, during normal business hours under the supervision of Sellerthe Company’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement and not to interfere unreasonably interfere with the normal business operations of the Company and the Company Subsidiaries. The foregoing notwithstandingAcquired Companies. (b) All information furnished or provided by Seller, Seller shall not be required Acquired Companies or any of their respective Affiliates or representatives to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller Buyer or its Subsidiaries representatives (including whether furnished before or after the Company date of this Agreement) shall be held subject to the Confidentiality Agreement. (c) Following the Closing and subject to the Company Subsidiaries), would cause a violation restrictions of any Contractapplicable Law or contractual undertaking, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts Buyer agrees to make appropriate substitute arrangements in a manner that does not result in such loss personnel of Buyer or violation. In addition, its Affiliates available to Seller to the extent such access is reasonably necessary for Seller to comply with the terms of this Agreement or any applicable Law; provided, however, that any such access shall be provided only after receipt of reasonable advance notice from Seller undertake and completes an appraisal during normal business hours of the assets of the Company Buyer’s personnel or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy personnel of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Affiliate of Buyer. (d) Buyer shall provide Seller with such documentation as Seller may reasonably request to permit Seller to conduct a reasonable due diligence investigation concerning the financial capability, resources, condition and creditworthiness of Buyer.

Access to Information. From (a) Subject to applicable Laws relating to the date exchange of this Agreement through information, from the Consent Delivery Date until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company LMA Commencement Date and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withClosing Date, upon reasonable advance notice notice, Parent shall (i) give Buyer, its counsel, financial advisors, auditors and during regular business hours, other authorized representatives reasonable access during normal business hours to Parent’s key employees (including the president and the chief financial officer of Broadcasting and the general manager, sales managers, business manager and chief engineer (or person holding a similar position) of each Station), and the offices, properties, assetsbooks and records of each Station, books, Contracts, insurance policies including access in connection with Section 5.02(e) and business, regulatory, financial Section 5.08 of this Agreement and other records, and management and Representatives to conduct Phase I Environmental Site Assessments of the Companyproperties provided Buyer and its representatives may not conduct any environmental sampling or other intrusive investigation unless permitted by Seller in its sole discretion, (ii) as promptly as practicable after the end of each month after the date of this Agreement, furnish to Buyer may request from time (A) a monthly combined balance sheet of the Business (without any allocations or adjustments reflected on the balance sheets included in the Financial Statements) and the related combined statement of operations and (B) monthly profit and loss statements for each of the Stations and (iii) instruct its key employees, counsel and financial advisors of Seller to time; provided that any such cooperate with Buyer in its activities and access pursuant to this Section 5.2 5.02(a); provided, however, that Buyer’s access pursuant to clause (i) shall be with Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. All such requests for access shall be directed to Parent’s chief financial officer or his designee. Buyer’s activities and access pursuant to this Section 5.02(a) shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal conduct of the Business or any of the businesses or operations of the Company and the Company SubsidiariesSeller or any of its Affiliates. The foregoing notwithstanding, Seller Parent shall not be required to cause the Company or the Company Subsidiaries obligated to provide such access or information if it Parent determines, in its reasonable judgment, that doing so would violate applicable Law, jeopardize the protection of an attorney-client privilege or expose Parent or its Subsidiaries to liability for disclosure of personal information. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreement and, without limiting the generality of the foregoing, Buyer shall not, and shall cause its representatives not to, use such information for any purpose unrelated to the consummation of the transactions contemplated hereby. (b) For a period of two (2) years after the Closing Date, Seller and its Affiliates will hold, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Stations and the Business. (c) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Stations; provided, however, that any such access by Buyer shall not unreasonably disrupt interfere with the conduct of the businesses or operations of Seller or any of its Subsidiaries Affiliates. (including d) After Closing, Buyer shall cooperate with Seller in the investigation, defense or prosecution of any action which is pending or threatened against Seller or its Affiliates with respect to the Stations or Seller, whether or not any party has notified the other of a claim for indemnification with respect to such matter. Without limiting the generality of the foregoing, Buyer shall make available its employees to give depositions or testimony and shall preserve and furnish all documentary or other evidence that Seller may reasonably request. (e) Within sixty (60) days of the Consent Delivery Date, Buyer shall submit to Operating Company a written notice of any claims that the buildings or towers or any major components or major systems related thereto operated by the Stations for telecommunications and broadcasting are not in normal operating condition and repair in all material respects for the uses for which they are currently employed (ordinary wear and tear excepted) (a “Claim”). Such notice shall specify in reasonable detail the basis for such Claims and the estimated reasonable out-of-pocket costs to repair such Claims. Operating Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in shall be obligated to pay for any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, costs except to the extent that Seller undertake Operating Company reasonably disputes the basis for such Claim within twenty (20) Business Days of receipt of such notice. Buyer shall, in good faith, make the repairs with respect to any Claim to which Operating Company has not reasonably and completes an appraisal timely disputed, and shall submit copies of all repair bills to Operating Company. Buyer may deduct such repair bills from the payments to be made to Operating Company by Buyer pursuant to Section 1.5 of the assets LMA. Such amounts deducted from payments to be made to Operating Company pursuant to the prior sentence shall not be included in any calculation of the Company or Threshold and the Company Subsidiaries prior Deductible pursuant to Section 12.03(b) of this Agreement. For the Closingavoidance of doubt, Seller Buyer acknowledges that Operating Company’s determination to dispute any Claim shall promptly deliver a copy not be taken into consideration in connection with Section 11.01(d)(ii) of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Agreement.

Access to Information. From (a) The Company shall permit Purchaser and its representatives (including lenders, underwriters, financing institutions and their representatives) to have full access at all reasonable times, and in a manner so as not to interfere with the date normal business operations of this Agreement through the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and its Subsidiaries, to those premises, properties, personnel, books, records (including Tax records), Contracts and documents of or pertaining to the Company and its Subsidiaries and to providethe officers and independent accountants and other representatives, solely agents and advisors of the Company and each Subsidiary. The Company shall furnish, or cause to be furnished to Purchaser and its representatives any financial and operating data and other information that is available with respect to the business, assets and properties of the Company and each Subsidiary as Purchaser and its representatives (including lenders, underwriters, financing institutions and their representatives) shall from time to time reasonably request; provided, however, that prior to the expiration or termination of any waiting period under the HSR Act or other similar law applicable to the transactions contemplated by this Agreement, each party shall only be permitted such reasonable access which, in furtherance its discretion, after consultation with counsel, is appropriate during such review process. To the extent reasonably necessary in connection with the Sellers' ownership of the Company, after the consummation of the transactions contemplated by this Agreement Agreement, the Sellers shall have full access at all reasonable times, and in a manner so as not to interfere with the other Transaction Agreementsnormal business operations of the Company or its Subsidiaries, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to all Tax records of or pertaining to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that Company or its Subsidiaries. (b) No information or knowledge obtained in any such access investigation pursuant to this Section 5.2 6.02 shall affect or be deemed to modify, alter or negate any obligation or liability of the parties with respect to any representation or warranty contained in the Agreement or in any exhibit, schedule or the other Transaction Documents executed in connection with this Agreement, or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. (c) The confidentiality of all such documents and information furnished to Purchaser in connection with the transactions contemplated by this Agreement shall be conducted in accordance with Applicable Law, under governed by the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations terms of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by BuyerConfidentiality Agreement.

Access to Information. From the date of this Agreement through until the earlier final Closing (such Closing, the “Final Closing” and the date of the Final Closing, the “Final Closing Date”), subject to the requirements and such time as this Agreement is terminated limitations of applicable Law (including Antitrust Laws) and Orders, the Sellers will (and will cause their Affiliates to) allow the Purchaser and its Representatives, and, subject to Section 5.8, its Financing Sources and their Representatives, in accordance with Article VIIIthe procedures to be agreed upon by the parties, access through and under the supervision of an Authorized Seller shall cause the Company Representative and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hoursnormal working hours to (a) such materials and information about the Business as the Purchaser may reasonably request (provided that the Sellers shall not have any obligations to provide interim financial statements beyond those provided for in Section 5.12) including information with respect to provision of services and billing of Customers, reasonable access to (b) the offices, properties, assets, books, Contracts, insurance policies invoices, books and business, regulatory, financial records and other recordsdocuments, data and information relating to the Business to the extent that any of the foregoing relates to an Acquired Asset or an Assumed Liability (including using best efforts to provide such access to Assumed Contracts with Customers as the Purchaser or its Representatives may reasonably require in connection with any audit of deferred revenue) and (c) specified members of management, senior employees and key functional leads of the Business as the Purchaser may reasonably request (including in connection with its integration planning processes) and to which EMC consents (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Purchaser acknowledges and agrees that it will not, and management and Representatives will cause its Affiliates to not, prior to the Initial Closing, with respect to the Contemplated Transactions, contact or otherwise communicate with, either orally or in writing, any distributor, partner, customer or supplier of the CompanyBusiness without the prior written consent of the Sellers, as Buyer which consent shall not be unreasonably withheld, conditioned or delayed and may request from time be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to time; provided the Contemplated Transactions with distributors, partners, customers or suppliers of the Business take place prior to the Initial Closing Date, the Sellers shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any such access investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations operation of the Company Business or the other businesses of the Sellers and their respective Affiliates. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, no Seller nor any of their respective Affiliates shall not be required to cause the Company provide access to or the Company Subsidiaries to provide disclose information where such access if it or disclosure would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of jeopardize attorney­client privilege or trade secret protection contravene any applicable Laws or would constitute a violation of any Applicable LawOrders; provided that if reasonably practicable, the Sellers will, and will cause their Affiliates to, use Reasonable Efforts to cooperate with the Purchaser in making alternative arrangements if access and disclosure is declined pursuant to the foregoing. No information or knowledge obtained by the Purchaser pursuant to this Section 5.2 shall (i) affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties hereto to consummate the Closing in Article 6 or otherwise prejudice in any such event, way the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake rights and completes an appraisal remedies of the assets of Purchaser hereunder or (ii) be deemed to affect or modify the Company or Purchaser’s reliance on the Company Subsidiaries prior to representations, warranties, covenants and agreements made by the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved Sellers in its preparation, as may be reasonably requested by Buyerthis Agreement.

Access to Information. From the date of this Original Agreement through Date until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller Sellers shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to specified members of management of Sellers and the officesright to inspect all of the Real Property, properties, assets, bookspremises, ContractsBooks and Records, insurance policies and business, regulatory, financial Assigned Contracts and other recordsdocuments and data Related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information Related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers to cooperate with Buyer in its investigation of the CompanyBusiness; provided, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Sellers, under the supervision of Seller’s Sellers’ personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company and Business or any other businesses of Sellers. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to ▇▇▇▇▇▇ ▇▇▇▇▇ or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller Sellers shall not be required to cause the Company disclose any information to Buyer if such disclosure would: (x) void any attorney-client or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller other privilege; or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of y) contravene any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable applicable Law, and fiduciary duty or confidentiality agreement entered into by any Seller prior to the Original Agreement Date; in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In additioneach case, to the extent that Seller undertake and completes an appraisal of applicable to the assets of the Company or the Company Subsidiaries prior Business. Prior to the Closing, Seller without the prior written consent of Sellers, which consent shall promptly deliver a copy not be unreasonably conditioned, withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of such appraisal the Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to Buyer and provide Buyer with any access or information provided pursuant to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Section 6.02.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing Closing, Sellers shall, and such time as this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provideto, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives with, upon reasonable advance notice full and during regular business hours, reasonable free access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and business, regulatory, financial Contracts and other recordsdocuments and data related to the Company and the Subsidiaries; or (b) furnish Buyer and its Representatives with such financial, employee (to the extent permitted by law), operating and management other data and information related to the Company and the Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers, the CompanyCompany and each Subsidiary to reasonably cooperate with Buyer and its Representatives in their due diligence investigation. In connection with the foregoing, as from and after the date hereof, Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance meet individually with Applicable Law, under the supervision of Seller’s personnel managers and in such a manner as to not to unreasonably interfere with the normal operations culinary employees of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller Any investigation or meetings pursuant to this Section 5.02 shall be conducted in such manner as not be required to cause interfere unreasonably with the conduct of the business of the Company or any Subsidiary, and notwithstanding anything to the Company Subsidiaries contrary set forth herein, Buyer’s and its Representatives’ access to the Company’s and its Subsidiaries’ employees, landlords and suppliers shall be granted at such times as mutually and reasonably agreed upon by Buyer and Seller Representative. Subject to the Sellers’ right to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, wouldRevised Schedules pursuant to Section 7.02(o) below, in the reasonable judgment event that either Buyer or Sellers determines between the date hereof and the Closing that any of Seller the Sellers’ representations and warranties herein were not true and correct in all material respects when made or will not be true and correct in all material respects as of the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such eventClosing Date, the parties shall use commercially reasonable efforts and work together in good faith to make appropriate substitute arrangements arrive at a mutually acceptable resolution with respect thereto in a manner that does not result order to enable the Closing to occur. Notwithstanding the foregoing commitment, such representations shall remain in such loss or violation. In addition, to the extent that Seller undertake full force and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, effect except as may be reasonably requested by Buyerotherwise agreed upon during such efforts and working together.

Access to Information. From (a) During the period commencing on the date of this Agreement through hereof and continuing until the earlier of the Closing termination of this Agreement and the Closing, (i) the Company shall afford Acquiror and its accountants, counsel and other representatives (in each case, only to the extent that such persons are under a duty or contractual obligation of confidentiality to the Company), reasonable access during business hours to all of the Company’s properties, books, Contracts, books and records, and all other reasonable information concerning the business, properties and personnel of the Company as Acquiror may reasonably request. (b) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Company shall confer from time to time as this Agreement is terminated requested by Acquiror with one or more representatives of Acquiror to discuss any material changes or developments in accordance with Article VIII, Seller shall cause the operational matters of the Company and the general status of the ongoing operations of the Company. (c) Notwithstanding any other provision of this Agreement, (i) the Acquiror shall not conduct any environmental audits, assessments or investigations with respect to any real property other than the Phase I environmental site assessment referenced above, except to the extent the Company Subsidiaries agrees in writing to providesuch additional audits, solely assessments and investigations; (ii) Acquiror shall not have any contact with any employees, customers or suppliers of the Companies, except to the extent the Company agrees in furtherance writing to such contact; and (iii) all inspections and other actions taken by Acquiror shall be taken in a manner that does not unreasonably interfere with the operation of the Company’s business and that strictly maintains the confidentiality of the transactions contemplated hereby and information disclosed to the Acquiror (and its representatives) in connection therewith. For the avoidance of doubt, the parties agree that notwithstanding the foregoing, there is no due diligence condition to Acquiror’s obligation to proceed to Closing. No information or knowledge obtained by Acquiror during the pendency of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that in any such access investigation pursuant to this Section 5.2 8.8 shall affect or be conducted in accordance with Applicable Lawdeemed to modify any representation, warranty, covenant, condition or obligation under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal of the assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerthis Agreement.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall, and shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, to: (a) afford Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the officesright to inspect all of the Real Property, properties, assets, bookspremises, Contractsbooks and records, insurance policies and businesscontracts, regulatory, financial agreements and other recordsdocuments and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and management other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, as Buyer may request from time to time; provided however, that any such access pursuant to this Section 5.2 investigation shall be conducted in accordance with Applicable Lawduring normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and Company. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause the Company or the Company Subsidiaries significant competitive harm to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including Seller, the Company and their respective businesses if the Company Subsidiaries), would cause a violation of transactions contemplated by this Agreement are not consummated; (y) jeopardize any Contract, would, in the reasonable judgment of Seller attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller shall promptly deliver a copy without the prior written consent of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisalSeller, including any third-party provider involved in its preparation, as which may be reasonably requested withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive sampling or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by Buyerthe terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIClosing, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, (a) afford Buyer and its Representatives withreasonable access to and the right to inspect all of the properties, assets, premises, Books and Records, Assigned Contracts and other documents and data constituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such access pursuant to this Section 5.2 shall be conducted in accordance with Applicable LawSeller, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations conduct of the Company Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Executive Vice President and Chief Financial Officer, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Company Subsidiaries. The foregoing notwithstandingcontrary in this Agreement, Seller shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide Buyer if such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the reasonable judgment of Seller Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or the Company, result in a loss of privilege other privilege; or trade secret protection or would constitute a violation of (z) contravene any Applicable applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller without the prior written consent of Seller, which may be withheld for any reason, Buyer shall promptly deliver a copy not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of such appraisal the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.03. The parties hereto acknowledge the current contractual relationship between Buyer and provide Buyer with access Seller relating to such reasonable and supporting information underlying such appraisalcertain aspects of the Business. Nothing in this Agreement shall affect, including any third-party provider involved in its preparationalter, limit or otherwise impact the rights of the parties under the Deposit Processing Services Agreement, as may be reasonably requested by Buyeramended, and any termination of this Agreement shall have no effect on such agreement.

Access to Information. From the date of this Agreement through hereof until the earlier of Effective Time and subject to Applicable Law and the Closing and such time as this Agreement is terminated in accordance with Article VIIIConfidentiality Agreement, Seller shall cause the Company and the Company Subsidiaries shall (i) give to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer Parent and its Representatives withcounsel, upon reasonable advance notice financial advisors, auditors and during regular business hoursother authorized Representatives, in each case who shall be subject to the Confidentiality Agreement, reasonable access to the offices, properties, assetsbooks and records of the Company during normal business hours upon two (2) Business Days prior written notice, books(ii) furnish to Parent and its Representatives such financial and operating data and other information that is in the Company’s or its Subsidiary’s or any of their respective Representatives’ possession as such Persons may reasonably request and (iii) instruct its employees, Contracts, insurance policies and business, regulatorycounsel, financial advisors, auditors and other records, and management and Representatives of to reasonably cooperate with the Company, as Buyer may request from time to time; provided that any such access other party in its investigation. Any investigation pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to interfere unreasonably interfere with the normal operations conduct of the Company business of the Company. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder. Parent acknowledges that the information provided to it and its Representatives in connection with this Agreement, the Ancillary Documents and the Company SubsidiariesContemplated Transactions shall be subject to the terms of the Confidentiality Agreement. The foregoing notwithstandingterms of the Confidentiality Agreement are hereby incorporated herein by reference. Notwithstanding anything to the contrary in this Agreement, Seller prior to the Closing, the Company shall not be required to cause the Company or the Company Subsidiaries disclose any information to provide such access if it would unreasonably disrupt the operations of Seller Parent or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, Representatives if such disclosure would, in the Company’s reasonable judgment of Seller discretion: (x) cause competitive or other economic harm to the Company, result in a loss of privilege its Subsidiaries and their respective businesses if the transactions contemplated by this Agreement were not to be consummated; (y) jeopardize any attorney-client privilege; or trade secret protection or would constitute a violation of (z) breach any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss fiduciary duty or violation. In addition, binding agreement entered into prior to the extent that Seller undertake and completes an appraisal date of the assets of the Company or the Company Subsidiaries prior this Agreement. Prior to the Closing, Seller unless otherwise provided in this Agreement, without the prior written consent of the Company, which consent may not be unreasonably withheld, conditioned or delayed, Parent and its Representatives shall promptly deliver a copy not contact any suppliers to or employees, customers, members or lenders of, the Company or any of such appraisal its Subsidiaries and Parent shall have no right to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in perform invasive or subsurface investigations of the real property owned or leased by the Company or its preparation, as may be reasonably requested by BuyerSubsidiaries.

Access to Information. From Between the date of this Agreement through and the earlier of the Closing and such time as or the termination of this Agreement is terminated in accordance with Article VIII, Seller shall cause the Company and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives withAgreement, upon reasonable advance notice, the Company shall (a) give Purchaser and its officers, appropriate employees, accountants, and counsel full access, upon reasonable prior notice and during regular normal business hours, reasonable access to the all buildings, offices, properties, assets, books, Contracts, insurance policies and business, regulatory, financial and other records, facilities and management to all Books and Representatives Records of the Company, whether located on the premises of the Company or at another location; (b) furnish Purchaser such financial, operating, technical and product data and other information with respect to the Business and Assets as Buyer may request Purchaser from time to timetime may reasonably request, including financial statements and schedules; provided (c) subject to Purchaser and the Company agreeing to the topic and notice of any interviews (which such agreement shall not be unreasonably withheld, delayed or conditioned), allow Purchaser the opportunity to interview (1) the customers listed on Schedule 7.3(e)(ii) and (2) such other customers, suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and other personnel and Affiliates of the Company as the Purchaser may request with the Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), and instruct such Persons to cooperate with Purchaser in Purchaser’s investigation of the Business; and (d) assist and cooperate with Purchaser in the development of cooperation plans for implementation by Purchaser and the Company following the Closing; provided, however, that any such access no investigation made prior to the date of this Agreement or made pursuant to this Section 5.2 6.1 shall affect or be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as deemed to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company modify any representation or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of warranty made by Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts rights to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the extent that Seller undertake and completes an appraisal indemnification of the assets of the Company or the Company Subsidiaries prior to the ClosingPurchaser Indemnified Parties, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerherein.

Access to Information. From the date of this Agreement through hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VIIIMerger Date, Seller shall cause the Company will give (or cause to be given) to the Buyer, its counsel, financial advisors, auditors and the Company Subsidiaries to provideother authorized representatives full access, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to the offices, properties, assetsemployees and consultants, books, Contracts, insurance policies books and business, regulatory, financial and other records, and management and Representatives records of the Company, will furnish (or cause to be furnished) to the Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such the Buyer may reasonably request from time and will instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to timecooperate with the Buyer in its investigation of the business of the Company and its Subsidiaries; provided that any such access no investigation pursuant to this Section 5.2 shall be conducted affect any representation or warranty given by the Company to the Buyer hereunder. Unless otherwise required by applicable law, each party hereto agrees that it shall, and it shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to, hold, in accordance with Applicable Law, under confidence all non-public information so acquired and to use such information solely for purposes of effecting the supervision of Seller’s personnel transactions contemplated by this Agreement. From the date hereof until the Merger Date and in such a manner as to not to unreasonably interfere with the normal operations of upon prior consultation and agreement between the Company and the Buyer, the Company Subsidiarieswill cooperate with the efforts of the Buyer, its counsel, financial advisors, auditors and other authorized representatives to have reasonable access to the Company customers and suppliers. The foregoing notwithstanding, Seller information obtained pursuant to this Section shall not be required subject to cause any confidentiality agreements or other confidentiality obligations currently binding upon the Company or any of its Subsidiaries; provided that the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in obtain any waivers under such loss agreements or violation. In addition, obligations to the extent that Seller undertake and completes an appraisal of the assets of permit the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer comply with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as may be reasonably requested by Buyerobligations hereunder.