Common use of Access to Information Clause in Contracts

Access to Information. (a) From and after the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. (a) From Each of the Seller Parent and after the Seller, jointly and severally, shall, and shall cause each of the Company and its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause the Joint Ventures to, throughout the period from the date of the Closing of and until the seventh anniversary of the date of hereof to the Closing, in connection (i) provide the Buyer and its Representatives with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and all relevant booksits Subsidiaries and, records to the extent possible, the Joint Ventures and documents their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and its Subsidiaries and the Joint Ventures, (including computer records archives and documents stored offsite with any vendorsii) and shall furnish promptly to Seller or Group or any such persons (x) a copy of their respective Affiliates such financial each report, statement, schedule and other information regarding the Company as Seller document filed or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt received by the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates Subsidiaries or the Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any confidential other Governmental or proprietary information. Regulatory Authority, and (biii) The Company agrees thatupon request from the Buyer, following furnish to the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% Buyer audited financial statements of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality Subsidiaries for each of the foregoinglast three fiscal years ended prior to the date of the request and unaudited quarterly financial information for such periods, together with the Company shall related financial information, and to use its commercially reasonable efforts to provide Seller and Group with an estimate of cause the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable auditors to provide such consents requested by the Buyer, and (y) all other information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. data (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notincluding, without the prior written consent limitation, copies of the CompanyContracts, disclose to any Person any non-public information Employee Benefit Plans, and other books and records) concerning the business or affairs and operations of the Company and its Subsidiaries and the Joint Ventures as the Buyer or any of its Affiliates acquired from Representatives reasonably may request. No investigation pursuant to this paragraph or otherwise shall affect any director, officer representation or employee of the Company warranty contained in this Agreement or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, condition to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any hereto. Any such information or material respectobtained pursuant to this Section 5.1 shall be governed by the terms of the letter agreement between the Buyer and the Seller Parent relating to confidential information concerning the Company (the “Confidentiality Agreement”).

Access to Information. (a) From and after the date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), Parent shall, and shall cause each of the Closing of Sellers, the Companies and until the seventh anniversary Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford the Acquiror and the Representatives of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, Acquiror timely and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant offices, properties, books, data, files, information, records and documents employees of the Parent, the Sellers and their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other information regarding the Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request, and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to integrate the Companies, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require the Parent, any of the Sellers, any of the Companies or any of the Transferred Subsidiaries, or any of such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Seller, the Company (including computer records archives and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and documents stored offsite protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any vendors) and shall furnish to Seller of the businesses or Group operations of the Parent, the Sellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Sellers, the Companies or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause the Sellers, the Companies and the Transferred Subsidiaries to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 5.02(a) shall be subject to the Confidentiality Agreement. The Acquiror shall reimburse the Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of any of the Companies or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and shall cause each of the Sellers, the Companies and the Transferred Subsidiaries to, deliver to the Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of Business by or on behalf of the Companies or the Transferred Subsidiaries promptly following the preparation of such reports or financial statements. (b) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to Governmental Authorities, (iii) the conduct of any litigation, (iv) any applicable Governmental Orders, (v) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vi) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed upon by the parties), the Acquiror shall, and shall cause the Companies and the Transferred Subsidiaries and any such Person’s respective Representatives to, (A) afford the Parent and the Representatives of the Parent timely and reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Acquiror and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Parent, and its Representatives such additional financial data and other information regarding the Company Companies, the Transferred Subsidiaries and the Business as Seller the Parent or Group its Representatives may from time to time reasonably request that and (C) other than for proceedings involving the Acquiror and its Affiliates, use reasonable efforts to make available to the Parent and its Representatives, the employees of the Acquiror and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business whose assistance, expertise, testimony, notes and recollections or presence are reasonably related necessary to assist the Parent or its Affiliates or Representatives in connection with the Parent’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 5.02(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the foregoing do not unreasonably disrupt Closing, the Company’s operation rights of its business. Seller and Group and their respective representatives access of the Representatives of the Parent pursuant to clauses (A) through (B) above shall be given reasonable accesslimited to books, upon reasonable notice data, files, information and during normal business hours, records related to executive officers of the Company that have management periods ended at or oversight responsibility for matters relating prior to the matters set forth above, including the use of such individuals as witnesses in hearings or trialsClosing; provided, further, that all information provided pursuant to this Section 5.02(b) shall be subject to the foregoing does not unreasonably disrupt obligation of confidentiality set forth in Section 5.04(b); provided, further, that nothing herein shall require either the business Acquiror, any of the Company. Notwithstanding anything herein Companies or any of the Transferred Subsidiaries or any of their respective Affiliates or Representatives to disclose any information to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Parent or any of its Affiliates or Representatives or take any confidential action that would cause a violation of any Contract to which the disclosing party or proprietary information. (b) The Company agrees thatany of its Affiliates is a party, following would cause a risk of loss of legal privilege to the Closingparty disclosing such data or information or any of its Affiliates, for or would constitute a violation of applicable Law or obligations to customers, so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common StockAcquiror, the Company will make available to Seller and Group and/or the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare Transferred Subsidiary, and/or such Person’s Affiliates or Representatives, as the case may be, shall have used its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information and protect such privacy without violation of applicable Law or obligations to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basiscustomers; provided, further, that such investigation shall not unreasonably interfere with the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% business or more operations of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of Acquiror or any of the Remaining Shares from Groupits Affiliates; and provided, further, that the Company will negotiate auditors and independent accountants of the terms ofAcquiror or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Acquiror shall, and requested modifications shall cause its Affiliates to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J promptly provide any consent requested by their respective independent accountants in good faith connection with any prospective purchaser who negotiates in good faith with the Company, provided that the changes such access. If so reasonably requested by the prospective purchaser do not alter Acquiror, the obligations Parent shall, and shall cause its Affiliates to, enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the parties thereto Acquiror and its Affiliates with respect to any information to be provided to the Parent or its Representatives pursuant to this Section 5.02(b). The Parent shall reimburse the Acquiror and its Affiliates promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Acquiror and its Affiliates and any such Person’s Representatives in complying with any material respectrequest by or on behalf of the Parent or its Representatives in connection with this Section 5.02(b). The Parent shall indemnify and hold harmless the Acquiror and its Affiliates (including the Companies and the Transferred Subsidiaries) from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling by the Parent, and its Representatives of (1) any personally identifiable information relating to employees, Brokers, policyholders or customers of the Acquiror and its Affiliates (including the Companies and the Transferred Subsidiaries) and (2) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Parent, and its Representatives is afforded access pursuant to the terms of this Agreement solely to the extent any such Losses are the result of the actions or omissions of the Parent or its Representatives. (c) From and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to Governmental Authorities, (iii) the conduct of any litigation, (iv) the transfer of any Permits, (v) any applicable Governmental Orders, (vi) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vii) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Parent shall, and shall cause its Representatives to, (A) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Parent and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Acquiror and the Representatives of the Acquiror such additional financial data and other information regarding the Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (C) other than for proceedings involving the Parent and its Affiliates, use reasonable efforts to make available to the Acquiror and the Representatives of the Acquiror, the employees of the Parent and its Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business and their personnel whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Acquiror or its Affiliates or Representatives in connection with the Acquiror’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 5.02(c), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that nothing herein shall require the Parent or any of its Affiliates or Representatives to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent and/or its Affiliates or Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Parent or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Parent or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause its Affiliates to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Parent or any of its Affiliates with respect to any information to be provided to the Acquiror or its Affiliates pursuant to this Section 5.02(c). The Acquiror shall reimburse the Parent and its Affiliates promptly, in cash, for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent or any of its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(c). (d) Notwithstanding any provision to the contrary, the provisions of Section 5.02(a), Section 5.02(b) and Section 5.02(c) above shall not apply to any matter relating to Taxes or Tax Returns as all such matters are governed exclusively by the provisions set forth in Article VII.

Access to Information. (a) From and after the date hereof until the earlier of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing Date or the ownership termination of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreementsin accordance with its terms, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws upon reasonable notice, and subject to any applicable privileges (including restrictions contained in the attorney-client privilege)confidentiality agreements to which the Group Companies are subject, the Company shall permit Seller provide to Buyer and Group and their respective its authorized representatives to have reasonable access, upon reasonable notice and during normal business hours, hours reasonable access to the Company all books and all relevant books, records and documents of the Company Group Companies (including computer records archives and documents stored offsite in a manner so as to not interfere with the normal business operations of any vendorsGroup Company) and the Group Companies shall furnish promptly to Seller or Group or any of Buyer and its representatives such information concerning their respective Affiliates such financial business, properties, Contracts, assets, liabilities and other information regarding the Company employees as Seller or Group Buyer and its representatives may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trialsrequest; provided, that in no event shall the foregoing does not unreasonably disrupt include any sampling or analysis of soil, air, groundwater, building materials or other environmental media nor may Buyer require that such sampling or analysis be conducted. All of such information shall be treated as confidential information pursuant to the business terms of the CompanyConfidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, during the Company period from the date hereof until the Closing, none of Seller and any of its Affiliates shall not be required to disclose to Buyer or any of its representatives any information (A) to the extent related to the sale or divestiture process conducted by Seller or its Affiliates for the Group Companies vis-à-vis any Person other than Buyer and its Affiliates, or Seller’s or its Affiliates’ (or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices representatives’) evaluation of the Company business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (B) if doing so would violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges or (C) if Seller or any confidential of its Affiliates, on the one hand, and Buyer or proprietary informationany of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% All of the Company’s Common Stock, information provided pursuant to this Section 6.3 shall be treated as confidential information pursuant to the Company will make available to Seller terms and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality for all purposes of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following Confidentiality Agreement. Effective upon the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing Confidentiality Agreement shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested automatically terminate without further action by the prospective purchaser do not alter the obligations of the parties thereto in any material respectParties.

Access to Information. (a) From and after Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall, and shall cause the Company Group to, deliver to Buyer copies of the Closing monthly unaudited interim consolidated balance sheets and statements of income and until the seventh anniversary cash flows of the date of the Closing, Company (which may be presented in connection accordance with any reasonable purpose relating IFRS) (subject to the operation absence of Seller’s or Group’s respective business footnotes and to normal year-end adjustments) and such other Business information as Buyer may reasonably require to enable it to consummate the transactions contemplated by this Agreement. In addition, prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall provide Buyer and its representatives with reasonable access to the locations, facilities and employees of the Closing or the ownership members of the Shares prior to Company Group who have significant responsibility for the date Business. Notwithstanding the foregoing, (i) Buyer’s review of such information and such access shall only be upon reasonable notice, shall be during normal business hours, shall not unreasonably disrupt personnel and operations of the Closing (including business of the preparation of financial statements or tax returns or any legal or administrative action Company Group, and shall be conducted in compliance with all applicable Laws and all agreements to which Seller or Group may become subject that relate to periods prior to the date any member of the ClosingCompany Group is a party (which agreements Buyer is advised of by Seller), (ii) or the rights or obligations all requests for such information and such access shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests, (iii) neither Buyer nor any of its Affiliates or representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any member of the Company Group without prior consultation with Seller and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted), and (iv) neither Buyer nor any of its Affiliates or representatives shall contact any of the employees, customers, suppliers, parties that have business relationships with or are joint venture partners of any member of the Company Group or any of their respective Affiliates under this Agreement in connection with the transactions contemplated hereby, whether in person or any by telephone, mail or other means of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notcommunication, without the specific prior written consent authorization of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectSeller.

Access to Information. (a) From and after the date of the Closing of and hereof until the seventh anniversary Effective Time (or termination of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilegeAgreement), the Company shall permit Seller give Parent, its counsel, financial advisors, auditors and Group other authorized Representatives full access at reasonable times to the offices, properties, permits, files, books and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to records of the Company and all relevant booksits Subsidiaries, records will furnish to Parent, its counsel, financial advisors, auditors and documents other authorized Representatives such financial and operating data and other information as such Persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company (and its Subsidiaries, including computer records archives and documents stored offsite in connection with any vendors) environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall furnish to Seller affect any representation or Group or any of their respective Affiliates such financial and other information regarding warranty given by the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller Parent hereunder and Group and their respective representatives nothing herein shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of require the Company or any of its Affiliates Subsidiaries to disclose any confidential information that would cause a violation of law or proprietary information. (b) The Company agrees that, following the Closing, for so long any confidentiality agreement in effect as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stockdate of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement previously executed by or on behalf of Parent and the Company will make available to Seller and Group (the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof"Confidentiality Agreement"); provided, however, that following notwithstanding anything to the Closingcontrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Company will cooperate diligently and Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to be disclosed therein in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements connection with the Company, which for purchase of Shares or the first year after the date solicitation of the Closing shall be substantially proxies in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith connection with the CompanyOffer and the Merger, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectrespectively.

Access to Information. (a) From Upon reasonable advance written notice, the Company shall, and after the date Seller shall cause the Company to, afford the Buyer’s Representatives access, under the supervision of Company personnel, during normal business hours and in a manner as to not unreasonably interfere with the operations of the Closing of and until Company, throughout the seventh anniversary of the date of period prior to the Closing, to the Company’s properties, books, Contracts and records and, during such period, the Company shall, and the Seller shall cause the Company to, furnish as promptly as practicable to Buyer such other information concerning the Company’s business, properties, results of operations and personnel as may reasonably be requested in connection with writing by Buyer, provided that no investigation pursuant to this Section 6.4(a) shall affect or be deemed to modify any reasonable purpose representation or warranty made by the Company or the Seller. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Buyer or its Representatives if the Seller determines, in its sole discretion, that (i) such disclosure would jeopardize any attorney-client or other legal privilege, (ii) such disclosure would contravene any applicable Laws, (iii) such information is pertinent to any litigation in which the Seller, the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) such information should not be disclosed due to its competitively sensitive nature, or (v) such information relates to any member of any Tax Group other than the Company (which, for the avoidance of doubt shall not include information relating to the operation income, operations, or assets of Seller’s the Company on a stand-alone basis); provided, that if information is withheld pursuant to clause (i), (ii), or Group’s respective business (iv), the Seller shall provide a list to the Buyer of the information withheld. (b) Following the Closing, the Company and its Representatives shall within two weeks of the close of (i) any quarterly period of ▇▇▇▇▇▇▇▇ Incorporated ending at any time in the two weeks immediately prior to the date Closing Date and (ii) the quarter-end occurring at the Closing Date or immediately following the Closing Date (if the quarter does not end on the Closing Date) (A) prepare financial statements and related financial schedules of the Closing Company for such quarterly period or portion thereof with respect to the period in which the Company was owned by the Seller consistent with past reporting requirements and practices of the Company and (B) perform all reconciliations and analyses of the Company’s accounts for such period and provide all supporting data and other information to Ducommun Incorporated and its third party accountants in respect of such period consistent with past reporting requirements and practices of the Company (including, without limitation, a customary representation letter in such form as is reasonably required by the third party accountants and/or Ducommun Incorporated), signed by the individual(s) responsible for the Company’s financial reporting). The Company shall also, and the Buyer shall cause the Company to, afford the Seller and its Representatives (i) access, under the supervision of Company personnel, during normal business hours and in a manner as to not unreasonably interfere with the operations of the Company, with access to the books, properties, records, Contracts and all financial and other information pertaining to the Company pertaining to the period of the Seller’s ownership of the Shares prior Company, which information is relevant and reasonably necessary, in the reasonable opinion of the Seller, to enable the Seller and its Affiliates to (A) review the financial statements prepared by the Company and its Representatives, (B) enable ▇▇▇▇▇▇▇▇ Incorporated’s third party accountant to audit and/or review the financial statements and data supplied by the Company, (C) comply with the requirements of the rules and regulations of the Securities and Exchange Commission and The New York Stock Exchange, and (D) prepare any registration statement, schedule, proxy statement, report or disclosure statement filed by Ducommun Incorporated with the Securities and Exchange Commission. In furtherance of the foregoing, the Company shall, for a period of six years after the Closing, (i) retain the books and records relating to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate Company relating to periods prior to the date of Closing and (ii) afford the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges its Representatives reasonable access (including the attorney-client privilegeright to make, at the Seller’s expense, photocopies), under the supervision of Company shall permit Seller and Group and their respective representatives to have reasonable accesspersonnel, upon reasonable notice and during normal business hourshours and in a manner as to not unreasonably interfere with the operations of the Company, to the Company such books and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesrecords; provided, however, that the foregoing do Company shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the sixth (6th) anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 6.4(b). Notwithstanding the foregoing, the materials prepared by the Company pursuant to this Section 6.4(b) shall not unreasonably disrupt be binding on the Company’s operation Company or the Buyer for purposes of its businesspreparation of the Post-Closing Balance Sheet and other materials contemplated by Section 1.3. Seller and Group and their respective representatives Any out-of-pocket expenses incurred by the Company or the Buyer in connection with complying with this Section 6.4(b) shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of paid by the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trialsSeller; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company Buyer shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without obtain the prior written consent of the Company, disclose Seller to any Person any nonsuch out-public information concerning the business or affairs of of-pocket expenses prior to the Company or any of its Affiliates acquired from any directorthe Buyer incurring them (which consent shall not be unreasonably withheld, officer conditioned or employee of the Company or any of its Affiliates (whether before or after the date hereofdelayed); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. (a) From and after the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the The Company shall permit Seller (and Group shall cause each of its Subsidiaries to) afford to directors, officers, employees, counsel, investment bankers, accountants and their respective other advisors or authorized representatives to have (collectively, “Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice and during normal business hoursthroughout the Pre-Closing Period, to the Company properties, books and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesits Subsidiaries; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives nothing herein shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of require the Company or any of its Affiliates Subsidiaries to disclose any confidential information to Parent or proprietary informationMerger Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any further investigation of the Company, including environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.3(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement pursuant to this Agreement. (b) The Mutual Confidentiality Agreement, dated November 30, 2009 (the “Confidentiality Agreement”), between the Company agrees thatand Parent shall apply with respect to information furnished by the Company, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of its Subsidiaries and the Company’s Common Stockofficers, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoingemployees, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectRepresentatives hereunder.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) From After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Veralto for specific and identified Information: (i) that (x) relates to Veralto or the Veralto Business, as the case may be, prior to the Effective Time or (y) is necessary for Veralto to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which ▇▇▇▇▇▇▇ and/or Veralto are parties, ▇▇▇▇▇▇▇ shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of ▇▇▇▇▇▇▇ or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to ▇▇▇▇▇▇▇ within a reasonable time after the need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date of that is the Closing of and until the seventh first anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesAgreement; provided, howeverfurther, that, in the event that ▇▇▇▇▇▇▇, in its sole discretion, determines that any such access or the foregoing do not unreasonably disrupt provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the Company’s operation waiver of its business. Seller and Group and their respective representatives shall be given reasonable accessany Privilege, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company ▇▇▇▇▇▇▇ shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇; (ii) that (x) is required by Veralto with regard to disclose reasonable compliance with reporting, disclosure, filing or other requirements imposed on Veralto (including under applicable securities laws) by a Governmental Entity having jurisdiction over Veralto, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to Seller satisfy audit, accounting, claims, regulatory, litigation, Action or Group other similar requirements, as applicable, ▇▇▇▇▇▇▇ shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or their respective representatives any confidential the originals thereof if Veralto has a reasonable need for such originals) in the possession or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices control of the Company ▇▇▇▇▇▇▇ or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any confidential originals are delivered to Veralto pursuant to this Agreement or proprietary information.the Ancillary Agreements, Veralto shall, at its own expense, return them to ▇▇▇▇▇▇▇ within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that ▇▇▇▇▇▇▇, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, ▇▇▇▇▇▇▇ shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇; or (b) The Company agrees After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, ▇▇▇▇▇▇▇ for specific and identified Information: (i) that (x) relates to matters prior to the Effective Time or (y) is necessary for ▇▇▇▇▇▇▇ to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which ▇▇▇▇▇▇▇ and/or Veralto are parties, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if ▇▇▇▇▇▇▇ has a reasonable need for such originals) in the possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of ▇▇▇▇▇▇▇; provided that, to the extent any originals are delivered to ▇▇▇▇▇▇▇ pursuant to this Agreement or the Ancillary Agreements, ▇▇▇▇▇▇▇ shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Veralto shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇. (ii) that (x) is required by ▇▇▇▇▇▇▇ with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on ▇▇▇▇▇▇▇ (including under applicable securities laws) by a Governmental Entity having jurisdiction over ▇▇▇▇▇▇▇, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Veralto shall provide, as soon as reasonably practicable following the Closingreceipt of such request, appropriate copies of such Information (or the originals thereof if ▇▇▇▇▇▇▇ has a reasonable need for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest such originals) in the Company. possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of ▇▇▇▇▇▇▇; provided that, to the extent any originals are delivered to ▇▇▇▇▇▇▇ pursuant to this Agreement or the Ancillary Agreements, ▇▇▇▇▇▇▇ shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased. (c) Each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions of this Agreement. (d) Without limiting the generality of the foregoing, until the Company first Veralto fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each of ▇▇▇▇▇▇▇ and Veralto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), each of ▇▇▇▇▇▇▇ and Veralto shall use its commercially reasonable efforts to provide Seller cooperate with the other Party’s Information requests to enable: (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and Group with an estimate management’s assessment of the Companyeffectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly consolidated net income financial statements and shareholders’ equity no later than five business days after audit of the last day annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of each fiscal quarter; provided, that if its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Company will be unable to provide such information within five business days after using commercially reasonable efforts▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Commission’s and Public Company will notify Group Accounting Oversight Board’s rules and will continue to use commercially reasonable efforts to provide such information to Seller auditing standards thereunder and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterother applicable Laws. (ce) Except as required by lawOn the Distribution Date, regulation or legal or judicial process, Group agrees that it Veralto shall deliver to ▇▇▇▇▇▇▇ an electronic copy of any and its Affiliates and their respective directors, officers or employees will not, without all databases in the prior written consent possession of any member of the CompanyVeralto Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, disclose to any Person any non-public information concerning the business or affairs operations of the Company Veralto Business or any as otherwise may be requested by ▇▇▇▇▇▇▇. (f) The Parties acknowledge that Information provided under this Section 6.2 may constitute material, nonpublic information, and trading in the securities of a Party (or the securities of its Affiliates acquired from any directorAffiliates, officer Subsidiaries or employee partners) while in possession of such material, nonpublic information may constitute a violation of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectU.S. federal securities Laws.

Access to Information. (a) From In addition to the provisions of Section 5.02, from and after the date of the Closing of and until the seventh anniversary of the date of the ClosingDate, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (purpose, including the preparation of Tax Returns, claims relating to Excluded Liabilities, financial statements statements, or tax returns or the determination of any legal or administrative action matter relating to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective its Affiliates under this Agreement or any of the Related Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be appropriate necessary to (i) ensure compliance with any applicable laws and subject to Law, (ii) preserve any applicable privileges privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Purchaser shall, and shall cause its Affiliates and its Representatives to, (A) afford the Company shall permit Representatives of Seller and Group and their respective representatives to have its Affiliates reasonable access, upon reasonable notice and during normal business hours, to the Company offices, properties, books and all relevant books, records of Purchaser and documents its Affiliates in respect of the Company Business and the Purchased Assets (including computer records archives and documents stored offsite with any vendorsrelated Liabilities), (B) and shall furnish to the Representatives of Seller or Group or any of their respective and its Affiliates such additional financial and other information regarding the Company Business and the Purchased Assets (and related Liabilities) as Seller or Group its Representatives may from time to time reasonably request that are reasonably related and (C) make available to the Representatives of Seller and its Affiliates those employees of Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that the foregoing do such investigation shall not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt interfere with the business or operations of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Purchaser or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basisAffiliates; provided, further, that the standstill auditors and accountants of Purchaser or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock relating to acquire beneficial ownership of 20% such access to work papers in form and substance reasonably acceptable to such auditors or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes accountants. If so requested by the prospective purchaser do not alter the obligations Purchaser, Seller or one of the parties thereto in its Affiliates shall enter into a customary joint defense agreement with Purchaser and its Affiliates with respect to any material respectinformation to be provided to Seller pursuant to this Section 5.01.

Access to Information. (a) From During the Interim Period, the Sellers shall cause the Company and after its Subsidiaries to provide the date Buyer and its Representatives (including any Buyer appointee to the Transition Committee) with access to the Company’s and its Subsidiaries’ officers, employees, material properties and all material information regarding the Company and its Subsidiaries and their material operations, in each case, as reasonably requested by the Buyer and to the extent such information is readily available or could be readily obtained without any material interference with the business or operations of the Closing of and until Sellers, the seventh anniversary of Company or the date of the ClosingCompany’s Subsidiaries, in connection with any reasonable purpose relating to each case, other than information (i) which such Seller reasonably believes it, the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Company or any of their respective Affiliates under this Agreement Subsidiaries are prohibited from providing to the Buyer by reason of applicable Law, (ii) which constitutes or any of the Related Agreements, and except as determined in good faith allows access to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges information protected by attorney/client privilege or (including the attorney-client privilege)iii) which such Seller, the Company shall permit Seller and Group and their respective representatives or Subsidiary are required to have reasonable access, upon reasonable notice and during normal business hours, keep confidential or to the Company and all relevant books, records and documents prevent access to by reason of the Company (including computer records archives and documents stored offsite any Contract with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesa third party; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives such access (A) shall be given reasonable accessconducted at the Buyer’s expense, upon reasonable notice and during normal business hours, to executive officers of hours and under the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices supervision of the Company or any of its Affiliates any confidential or proprietary information. Subsidiaries’ personnel, (bB) The Company agrees that, following does not disrupt the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs normal operations of the Company or any of its Affiliates acquired Subsidiaries, (C) shall comply with all applicable Laws, including those regarding the exchange of competitively-sensitive information and (D) to employees shall only be permitted if coordinated between the Buyer and either an officer of the Company or a member of the Transition Committee appointed by the Sellers. Notwithstanding anything contained herein, the Buyer shall not be permitted during the Interim Period to contact any of the Company’s or its Subsidiaries’ vendors, customers or suppliers, or any Governmental Entities (except in connection with applications for Permits or Filings required to be made prior to the Closing under this Agreement and, in such case, only in accordance with the terms of this Agreement) regarding the operations or legal status of the Company or its Subsidiaries without receiving prior written consent from the Sellers and the Buyer shall not have the right to conduct any environmental testing, sampling or analysis (including any soil, water, groundwater, surface water or air testing, sampling or analysis) at, on, under or from any directorReal Property. (b) Following the Closing, officer each of the Sellers shall be entitled to retain copies (at such Seller’s sole cost and expense) of all books and records relating to its ownership of the Company and its Subsidiaries, as applicable, and their respective businesses, provided, however, that such retained copies shall be subject to the confidentiality obligations set forth in Section 6.5(c). (c) After the Closing, at Sellers’ sole cost and expense, the Buyer will, and will cause its Representatives to, afford to each of the Sellers, including their respective Representatives, reasonable access to all books, records, files and documents to the extent they are related to the Company and their respective Affiliates and equity holders in order to permit such Persons to prepare and file their respective Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Legal Proceedings relating to or employee involving such Person, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Person reasonable assistance in connection therewith. The Buyer will cause such records to be maintained for not less than six years from the Closing Date and will not dispose of such records thereafter without first offering in writing to deliver them to the Sellers; provided, however, that in the event that the Buyer transfers all or a portion of the business of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the ClosingSubsidiaries to any third party during such period, the Company will cooperate diligently and in good faith with Group, if requested, Buyer may transfer to facilitate the sale such third party all or a portion of the Remaining Shares of the Company’s Common Stockbooks, in whole or in partrecords, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company files and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Companydocuments related thereof, provided that the changes requested by the prospective purchaser do not alter such third party transferee expressly assumes in writing the obligations of the parties thereto in any material respectBuyer under this Section 6.1(c).

Access to Information. (a) From and after the date of hereof until and including the Closing Date or the earlier termination hereof, the Group Parties (solely with respect to the Group Parties) and the Acquiror (with respect to the Acquiror and the Merger Subs) shall, to the best of their ability, (a) continue to give the other party, its legal counsel and until other representatives reasonable access to the seventh anniversary of the date of the Closingoffices, properties and, Books and Records, in connection the case of Group Parties, solely with any reasonable purpose respect to the Group Parties, (b) furnish to the other party, its legal counsel and other representatives such information relating to the operation Platform Business and the business of Seller’s the Acquiror as such Persons may request and (c) subject to execution of customary access letters, cause the employees, legal counsel, accountants and representatives to cooperate with the other party in its investigation of the Platform Business; provided that no investigation pursuant to this Section (or Group’s respective business any investigation prior to the date hereof) shall affect any representation or warranty given by the Group Parties or the Acquiror and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Platform Business. The foregoing notwithstanding, the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company Parties shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to afford such access if it would (i) unreasonably disrupt the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices operations of the Company Group Parties or any of its Affiliates the Group Parties, (ii) cause a risk of a loss of privilege to the Group Parties or any confidential of the Group Parties, or proprietary information(iii) reasonably be expected to result in a violation of any applicable Law. (b) The Company agrees thatAcquiror shall procure that the Sponsor will indemnify and hold harmless the Group Parties from and against any Losses that may be incurred by the Group Parties from the date hereof until and including the Closing Date or the earlier termination hereof, following to the Closing, for so long as Group has beneficial ownership extent directly arising out of less than 50% but equal to or greater than 20% resulting from the bad faith or gross negligence of the Company’s Common StockAcquiror, the Company will make available to Seller and Group Acquiror’s Representatives, or the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest Merger Subs in the Company. Without limiting use, storage or handling by the generality Acquiror or the Acquiror’s Representatives of the foregoing, the Company shall use commercially reasonable efforts (i) any personally identifiable information relating to provide Seller and employees or customers of Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company Parties or any of its Affiliates acquired from Group Parties and (ii) any director, officer other information that is protected by applicable Law (including privacy Laws) or employee of Contract and to which Acquiror or the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the CompanyAcquiror’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect Representatives are afforded access pursuant to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date terms of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectthis Agreement.

Access to Information. (a) From and after During the date of the Closing of and until the seventh anniversary of the date of the ClosingInterim Period, in connection with any upon reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreementsnotice, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to restrictions contained in any applicable privileges (including confidentiality agreement to which the attorney-client privilege)Company is subject, the Company shall permit Seller provide to Purchaser and Group and their respective its authorized representatives to have reasonable access, upon reasonable notice and during normal business hourshours reasonable access to all the offices, to the Company properties, books and all relevant booksrecords, records financial information and documents Contracts of the Company (including computer records archives in a manner so as to not interfere with the normal business operations of the Company) and, during such period, promptly furnish such information concerning the businesses, properties and documents stored offsite with any vendors) and personnel of the Company as Purchaser shall furnish reasonably request. All of such information shall be treated as “Confidential Information” pursuant to Seller or Group or 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 Interim Period, neither the Sellers nor any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt (including the Company’s operation of its business. Seller and Group and their respective representatives ) shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Purchaser or any of its representatives any (i) information (A) to the extent related to the sale or divestiture process conducted by the Sellers or their Affiliates for the Company vis-à-vis any confidential Person other than Purchaser and its Affiliates, or proprietary information. the Sellers’ or their Affiliates’ (bor their respective representatives’) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% evaluation of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company in connection therewith, including projections, financial and other information relating thereto (subject to the provisions of Section 6.4), (B) if doing so would violate any contract or law to which any of its Affiliates acquired from any director, officer or employee of the Company Seller or any of its Affiliates (whether before including the Company) is a party or after is subject or which it reasonably determined upon the date hereof); providedadvice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, however(C) if any Seller or any of its Affiliates, that following on the Closingone hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (D) if any Seller or the Company will cooperate diligently and in good faith with Groupreasonably determines upon the advice of outside counsel that such information should not be so disclosed due to its competitively sensitive nature, if requested, or (ii) information relating to facilitate the sale of the Remaining Shares of Taxes or Tax Returns other than information relating to the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. (ai) From and after Between the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of and the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Effective Time, the Company shall will give DLB and its authorized representatives at all reasonable times access to all drilling rigs, offices, warehouses, shops, storage yards and other facilities and to all its books and records, will permit Seller DLB to make such inspections as it may require and Group will cause its officers to furnish DLB with such financial and their respective representatives to have reasonable access, upon reasonable notice operating data and during normal business hours, other information with respect to the Company business and all relevant books, records and documents properties of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group DLB may from time to time reasonably request in its due diligence investigation. (ii) DLB and ADI and their affiliates will each hold and will each cause its respective employees, representatives, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of its counsel, by other requirements of law, all documents and information concerning the Company furnished to DLB or ADI or their affiliates in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by DLB or ADI, (b) in the public domain through no fault of DLB or ADI or their affiliates, or (c) later lawfully acquired by DLB or ADI from other sources unless DLB and ADI knew such information was obtained in violation of an agreement of confidentiality) and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement (it being understood that such persons shall be informed by DLB or ADI of the confidential nature of such information and shall be directed by DLB or ADI to treat such information confidentially). If the transactions contemplated by this Agreement are reasonably related not consummated, such confidence shall be maintained except to the extent such purposes; providedinformation comes into the public domain under requirements of law or through no fault of DLB or ADI or their affiliates and, however, that the foregoing do not unreasonably disrupt if requested by the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, DLB or ADI will destroy or return to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use all copies of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, written information furnished by the Company to DLB or ADI, or their affiliates, agents, representatives or advisors. If DLB or ADI shall not be required to disclose to Seller make disclosure of any such information by operation of law, DLB or Group or their respective representatives any confidential or proprietary information not relating primarily to ADI shall give the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices Company prior notice of the Company or any making of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller such disclosure and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially all reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if afford the Company will be unable an opportunity to provide such information within five business days after using commercially reasonable efforts, contest the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day making of such fiscal quarterdisclosure. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. (a) From and after Prior to the date hereof, the Purchaser has conducted due diligence on the Project Company and has had access to or received the properties, books, records and personnel of the Closing of and until the seventh anniversary of Project Company. Between the date of hereof and the Closing, the Seller shall, and shall cause the Project Company to, in response to reasonable requests of the Purchaser and its representatives (including its legal advisors and accountants) therefor, provide additional access, during normal business hours and upon reasonable advance notice, to the properties, books, records and personnel of the Project Company and the Facility and Real Property; provided, that in no event shall the Seller or the Project Company be obligated to provide (i) any access to information that is repetitive or duplicative of access previously provided, (ii) access or information in violation of Applicable Law, (iii) bids, letters of intent, expressions of interest, or other proposals received from others in respect of the Project Company or in connection with any reasonable purpose the transactions contemplated by this Agreement or otherwise, and information and analyses relating to such communications, or (iv) any information, the operation disclosure of Seller’s or Group’s respective business prior which would jeopardize any privilege available to the date of Seller, the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Project Company or any of their respective Affiliates under this Agreement relating to such information or any of would cause the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Seller, the Project Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates to breach a confidentiality obligation to which it is bound. In connection with such financial access, the Purchaser’s representatives shall cooperate with the Seller’s and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Project Company’s operation representatives and shall use their reasonable best efforts to minimize any disruption of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Seller and the Project Company. Notwithstanding anything herein The Purchaser agrees to abide by the contraryterms of the Confidentiality Agreement and any safety rules or rules of conduct reasonably imposed by the Seller, the Project Company shall not be required to disclose to Seller or Group or their respective representatives Affiliates or the operator of any confidential or proprietary information not relating primarily to such entity, as the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees thatcase may be, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Companysuch access and any information furnished to them or their representatives pursuant to this Section 7.1. Without limiting the generality of the foregoingregard to Section 10.6(b), the Company Purchaser shall use commercially reasonable efforts to provide Seller indemnify, defend and Group with an estimate of hold harmless the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable effortsSeller, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by lawProject Company, regulation or legal or judicial process, Group agrees that it and its their Affiliates and their respective officers, directors, officers employees and agents from and against any and all Liabilities asserted against or employees will notsuffered by them relating to, without the prior written consent of the Companyresulting from, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closingarising out of, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole examinations or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested inspections made by the prospective purchaser do not alter the obligations of the parties thereto in any material respectPurchaser or its representatives pursuant to this Section 7.1.

Access to Information. (a) From During the Pre-Closing Period, Seller shall, and after shall cause the date Company to, afford to Purchaser and its accountants, counsel and other authorized Representatives reasonable access, upon reasonable prior notice during normal business hours, to (i) the books and records of the Closing Company, and (ii) subject to the other provisions of and until the seventh anniversary this Section 5.02(a), personnel of the date Seller who have materially participated in the Development of the ClosingProduct; provided, in connection however, that, with any reasonable purpose relating respect to the operation books and records, such access may be provided through an electronic data room; provided, further, however, that such access does not interfere or disrupt the normal operations of Seller’s Seller or Group’s respective business prior to the date any of the Closing or the ownership of the Shares prior to the date of the Closing its affiliates (including the preparation Company). All requests for information made pursuant to this Section 5.02(a) shall be directed to such person or persons as may be designated by Seller, and Purchaser shall not directly or indirectly contact any officer, director, employee, agent or Representative of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their its respective Affiliates affiliates (including the Company) without the prior approval of such designated person(s), which consent shall not be unreasonably withheld, conditioned or delayed. Neither the auditors and independent accountants of Seller or its affiliates (including the Company) nor the auditors and independent accountants of Purchaser and its affiliates shall be obligated to make any work papers available to any person under this Agreement Agreement, unless and until such person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or any of the Related Agreementsindependent accountants. If so reasonably requested by Seller, Purchaser shall, and except shall cause its affiliates (as determined in good faith applicable) to, enter into a customary joint defense agreement with Seller or its affiliates with respect to any information to be appropriate provided to ensure compliance with Purchaser pursuant to this Section 5.02(a) that is protected by any applicable laws and subject to any applicable privileges (privilege, including the attorney-client privilege). (b) After the Closing Date, Seller shall grant to Purchaser such access to financial records and other information in Seller’s or its affiliates’ possession related to the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal conduct of business hours, to of the Company and all relevant books, records such cooperation and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company assistance in each case as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, reasonably required to executive officers of the Company that have management or oversight responsibility for matters relating enable Purchaser to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt operate the business of the Company, complete its legal, regulatory, stock exchange and financial reporting requirements and for any other reasonable business purpose, including in respect of litigation and insurance matters. Notwithstanding anything herein Purchaser shall promptly reimburse Seller for Seller’s (or Seller’s affiliates’) reasonable out-of-pocket expenses associated with requests made by Purchaser under this Section 5.02(b), but no other charges shall be payable by Purchaser to Seller in connection with such requests. After the Closing Date, Purchaser shall grant to Seller such access to financial records and other information in Purchaser’s, its affiliates’ or in the Company’s possession related to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices conduct of business of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information shall be reasonably requested by Group and required under generally accepted accounting principles to enable Group Seller to prepare complete its legal, regulatory, stock exchange and financial statements using reporting requirements and for any other reasonable business purpose, including in respect of litigation and insurance matters. Seller shall promptly reimburse Purchaser for Purchaser’s (or Purchaser’s affiliates’) reasonable out-of-pocket expenses associated with requests made by Seller under this Section 5.02(b), but no other charges shall be payable by Seller to Purchaser in connection with such requests. [***] = Portions of this exhibit have been omitted and filed separately with the equity method accounting with respect to its ownership interest in the CompanySecurities and Exchange Commission. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter230.406. (c) Except as required by law, regulation or legal or judicial process, Group Purchaser acknowledges and agrees that prior to making any books or records available to Purchaser, Seller or its affiliates may redact any portions thereof that relate to Seller or any of its affiliates (other than the Company) and that do not relate to the Company, the Company Business, the Compound or any Product. (d) If Seller or its affiliates (including the Company), on the one hand, and Purchaser or any of its affiliates, on the hand, are adverse parties in a Proceeding, no information disclosed or provided pursuant to this Section 5.02 may be used by the Party requesting such information in such Proceeding. (e) Purchaser hereby agrees that, during the Pre-Closing Period, neither it nor any of its affiliates or Representatives is authorized to contact, and its Affiliates and their respective directorsshall not contact, officers any licensor, licensee, competitor or employees will notsupplier of or to the Company Business or any other Third Party that carries out any portion of the Company Business with respect to the Compound, the Company Business, this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, without the prior written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion. (f) Nothing contained in this Section 5.02 shall obligate Purchaser, Seller or any of their respective affiliates (including the Company) to, disclose in its absolute and sole discretion, (i) breach any duty of confidentiality owed to any Person person (whether such duty arises contractually, statutorily or otherwise) or any nonContract with any other person or violate any applicable Law, (ii) waive any privileges, including the attorney-public information concerning the business client privilege, or affairs of (iii) cause significant competitive harm to the Company or its business if the transactions contemplated hereby are not consummated. In the event any information is withheld pursuant to this Section 5.02(f), the party withholding such information shall (x) provide notice (which may be oral) to the requesting party of its Affiliates acquired from any directorexercise of its right to withhold information pursuant to this Section 5.02(f), officer or employee which notice shall include a brief description of the Company or any of its Affiliates (whether before or after information withheld and the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements grounds upon which it is being withheld with the Company, which for fullest level of detail as Seller is reasonably able to provide without falling within the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases scope of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms ofclauses (i) through (iii) immediately above, and requested modifications to(y) to the extent lawful and reasonably practicable, use commercially reasonable efforts to establish an arrangement to make such information available to the form of confidentiality agreement requesting party without having such effect (and standstill agreement attached hereto as Exhibit J in good faith to provide the requesting party with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectsuch information pursuant to such arrangement).

Access to Information. (a) From and after the date Separation Time, each of U S WEST and New U S WEST shall have access to all of the Closing of Joint Books and until the seventh anniversary Records. In furtherance of the date foregoing: (a) Each party hereto acknowledges that: (i) Each of U S WEST and New U S WEST (and the members of the ClosingU S WEST Group and the New U S WEST Group, respectively) has or may obtain, and that the Joint Books and Records will include, Privileged Information; (ii) there are a number of Litigation Matters affecting each or both of U S WEST and New U S WEST; (iii) both U S WEST and New U S WEST have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to pre-Separation business of the U S WEST Group or the New U S WEST Group or relating to or arising in connection with any reasonable purpose relating to the operation of Seller’s relationship between the Groups on or Group’s respective business prior to the date Separation Time; and (iv) both U S WEST and New U S WEST intend that the transactions contemplated hereby and by the other Transaction Documents and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any applicable privilege. (b) Each of U S WEST and New U S WEST agrees, on behalf of itself and each member of the Closing Group of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to pre- Separation business of the New U S WEST Group or the ownership of U S WEST Group, respectively, or relating to or arising in connection with the Shares relationship between the Groups on or prior to the date Separation Time, without providing prompt written notice to and obtaining the prior written consent of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to other, which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to consent shall not be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesunreasonably withheld; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller U S WEST and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, New U S WEST may make such disclosure or waiver with respect to executive officers of the Company that have management or oversight responsibility for matters relating Privileged Information if such Privileged Information relates solely to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the pre-Separation business of the CompanyU S WEST Group, in the case of U S WEST, or the New U S WEST Group, in the case of New U S WEST. Notwithstanding anything herein Any disagreement between any member of the U S WEST Group and any member of the New U S WEST Group concerning the reasonableness of withholding such consent shall be submitted to the contrary, Separation Committee in accordance with the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes procedures set forth above or in Section 12.2 and no disclosure shall be made prior to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day a resolution of such fiscal quarterdisagreement. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent Upon any member of the Company, disclose to U S WEST Group or any Person any non-public information concerning the business or affairs member of the Company New U S WEST Group receiving any subpoena or any other compulsory disclosure notice from a court, other governmental agency or otherwise that requests disclosure of its Affiliates acquired from any directorPrivileged Information, officer or employee in each case relating to pre- Separation business of the Company New U S WEST Group or any the U S WEST Group, respectively, or relating to or arising in connection with the relationship between the Groups on or prior to the Separation Time, in the event the recipient of its Affiliates such the notice intends to disclose such Privileged Information, such recipient shall promptly provide to the other Group (whether before or after the date hereof); provided, however, that following the Closingnotice provisions set forth herein) a copy of such notice, the Company will intended response, and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (b), the parties shall cooperate diligently and in good faith with to assert all defenses to disclosure claimed by either party's Group, if requested, to facilitate the sale and shall not disclose any disputed documents or information until all legal defenses and claims of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectprivilege have been finally determined.

Access to Information. (a) From Subject to the terms of the Confidentiality Agreement, this Agreement and after applicable Laws, during the period from the date of this Agreement through the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date earlier of the Closing or the ownership of the Shares prior to Date and the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to on which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined is terminated in good faith to be appropriate to ensure compliance accordance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Article VII, the Company IASIS Parties shall permit Seller and Group the MPT Parties and their respective advisors, lenders, accountants, attorneys and authorized representatives to have reasonable access, during regular business hours and upon reasonable notice and during normal business hoursnotice, to the Company offices, facilities, assets, properties, certain management-level employees, books and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) IASIS Parties, and shall furnish furnish, or cause to Seller or Group or any of their respective Affiliates be furnished, to the MPT Parties, such financial financial, tax and operating data and other information regarding with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Company as Seller or Group may MPT Parties shall from time to time reasonably request that are reasonably related request. All access and investigation pursuant to this Section 5.1 shall be coordinated through IASIS’s Chief Financial Officer and shall be conducted at the MPT Parties’ expense and in such purposesa manner as not to interfere with the normal operations of the businesses of IASIS and the Sellers. Notwithstanding anything to the contrary contained herein or otherwise, neither IASIS nor any of the Sellers shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or other immunity or contravene any Law or any binding agreement entered into prior to the date of this Agreement; provided, however, that the IASIS Parties will notify the MPT Parties in reasonable detail of the circumstances giving rise to any non-access or non-disclosure pursuant to the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hoursto permit access or disclosure, to executive officers of the Company that have management extent possible, in a manner consistent with privilege or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings other immunity or trials; provided, that the foregoing does not unreasonably disrupt the business of the Companyapplicable Law or Contract. Notwithstanding anything herein to the contrarycontrary contained herein or otherwise, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily prior to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the CompanyIASIS Parties, disclose to the MPT Parties shall not contact any Person any non-public information concerning the business vendor, customer, physician or affairs other healthcare provider of the Company IASIS Parties without the written consent of the IASIS Parties, other than any such contact not involving the transactions contemplated by this Agreement and the other Transaction Documents, and provided that IASIS shall have the right to have a representative present during any such contact in the event that its consent is required and it consents to such contact. (b) The MPT Parties and their Representatives (including their designated engineer, architects, surveyors and/or consultants) may, upon reasonable notice and during times mutually convenient to the MPT Parties and senior management of the IASIS Parties enter into and upon all or any of its Affiliates acquired from any director, officer or employee portion of the Company Owned Real Property in order to investigate and assess, as reasonably necessary or appropriate, any change to the condition (including the structural and environmental condition) of its Affiliates (whether before or the Owned Real Property occurring after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last MPT Parties shall indemnify, defend and hold harmless the IASIS Parties from and against any and all loss, cost, expense and/or liability of any kind or nature incurred by the IASIS Parties as the result of any such investigation and/or assessment and provided further that, in no longer than nine months and will provide that a prospective purchaser may acquire shares event shall the MPT Parties and/or their Representatives undertake any intrusive testing of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more kind without the prior written consent of the outstanding shares of Common Stock on a diluted basis; IASIS Parties and the MPT Parties and their Representatives shall comply with all applicable IASIS policies and procedures regarding compliance with HIPAA, patient safety, and Facility access, and further provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own IASIS Parties shall have the right to accompany the MPT Parties during any shares of Common Stock to acquire beneficial ownership of 20% or more such access. Each of the outstanding shares of Common Stock on a diluted basis only as a result ofIASIS Parties shall cooperate with the MPT Parties and their Representatives in conducting such investigation, and immediately followingshall allow the MPT Parties and their Representatives reasonable access to the Owned Real Property, purchases of any the Facilities and the other assets and properties of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms ofSellers. (c) The parties shall hold, and requested modifications toshall cause their respective Affiliates, the form of confidentiality agreement advisors, accountants, attorneys and standstill agreement attached hereto as Exhibit J representatives to hold, any non-public information so provided to one another in good faith with any prospective purchaser who negotiates in good faith connection with the Company, provided that transactions contemplated by this Agreement in confidence in accordance with the changes requested by provisions of this Agreement and the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. (a) From 12.1 In addition to the provisions of clauses 12.5 and 16.4, from and after the date Completion Date, at the request or the direction of the Closing of and until the seventh anniversary of the date of the Closingor as required by a Governmental Authority, or as required in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsTax Returns, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and each case subject to any applicable privileges Law and any applicable legal privileges, upon reasonable prior notice, AerCap shall, and shall cause the Company Group Members to: (including a) afford the attorney-client privilege)Parent, the Company shall permit Seller and Group and their respective representatives to have Affiliates and their respective Representatives reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant offices, properties, books, data, files, information and records and documents of the Company Group in respect of the businesses conducted by it as at Completion (including computer records archives Tax Returns and other information and documents stored offsite with any vendorsrelating to Tax matters); (b) and shall furnish to the Parent, the Seller or Group or any of their respective Affiliates and their respective Representatives such additional financial data and other information regarding the Company Group and the businesses conducted by it as Seller at Completion as the Parent, the Seller, their respective Affiliates or Group their respective Representatives may from time to time reasonably request that are reasonably related (including Tax Returns and other information and documents relating to such purposes; provided, however, that Tax matters); (c) make available to the foregoing do not unreasonably disrupt the Company’s operation of Parent and its business. Seller and Group Affiliates and their respective representatives Representatives, reasonable access during regular business hours to the employees of AerCap and the Company Group Members in respect of the Company and the businesses conducted by it whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Parent or its Affiliates in connection with the preparation of Tax Returns (including related discussions with any Tax Authority), in each case to the extent required for the purposes set out in the preamble to this clause 12.1 and provided that: (i) nothing in this clause 12.1 shall require AerCap to do anything which would unreasonably interfere with the business or operations of AerCap or any of its Affiliates; (ii) the auditors and independent accountants of AerCap or the Company Group Members shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; and (iii) subject to using all reasonable efforts to redact or edit the relevant Tax Return (or portion thereof) or Tax related work papers, none of AerCap or any of its Affiliates (including the Company Group) shall be given required to disclose any Tax Return (or portion thereof) or Tax related work papers that does not relate exclusively to one or more Company Group Members. The Parent or the Seller shall reimburse AerCap promptly for any reasonable out-of-pocket expenses incurred by AerCap and its Affiliates (including the Company) in complying with any request by or on behalf of the Parent, the Seller and their respective Affiliates in connection with this clause 12.1. 12.2 In addition to the provisions of clauses 12.5 and 16.4, from and after the Completion Date, at the request or direction of or as required by a Governmental Authority or as required in connection with the preparation of Tax Returns, in each case subject to any applicable Law, any applicable legal privileges, upon reasonable prior notice, the Parent and the Seller shall, and shall cause their respective Affiliates and Representatives to: (a) afford the Purchaser and its Affiliates and their respective Representatives reasonable access, upon reasonable notice and during normal business hours, to executive officers the offices, properties, books, data, files, information and records of the Seller and its Affiliates in respect of the Company that have management or oversight responsibility and the businesses conducted by it (including, for matters the avoidance of doubt, Tax Returns and other information and documents relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information.Tax matters); (b) The Company agrees that, following furnish to the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it Purchaser and its Affiliates and their respective directorsRepresentatives such additional financial data and other information regarding the Company and the businesses conducted by it as the Purchaser, officers its Affiliates or their respective Representatives may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters); (c) make available to the Purchaser and its Affiliates and their respective Representatives, reasonable access during regular business hours to the employees will not, without the prior written consent of the CompanySeller and its Affiliates in respect of the Company and the businesses conducted by it whose assistance, disclose expertise, testimony, notes and recollections or presence is necessary to assist the Purchaser or its Affiliates in connection with the preparation of Tax Returns (including related discussions with any Tax Authority); and in each case to the extent required for the purposes set out in the preamble to this clause 12.2, and provided that (i) nothing in this clause 12.2 shall require the Parent or the Seller to do anything which would unreasonably interfere with the business or operations of the Parent, the Seller or any of their respective Affiliates; (ii) the auditors and independent accountants of the Parent, the Seller or their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonable acceptable to such auditors or accountants; and (iii) subject to using all reasonable efforts to redact or edit the relevant Tax Return (or portion thereof) or Tax related work papers, none of the Parent, the Seller or any nonof their respective Affiliates shall be required to disclose any Tax Return (or portion thereof) or Tax related work papers that does not relate exclusively to a Company Group Member. 12.3 If so reasonably requested by the Purchaser, the Parent and the Seller, for themselves and their respective Affiliates, as applicable, agree that they shall enter into a customary joint defense agreement in connection with obtaining any Governmental Approvals related to the transactions contemplated by this Agreement in a form acceptable to the Parent or the Seller (as applicable) acting reasonably with any one or more of the Purchaser and its Affiliates (including the Company) with respect to any information to be provided to the Parent, the Seller and their respective Affiliates pursuant to clause 12.1. AerCap shall reimburse the Parent or, as applicable, the Seller, promptly for any reasonable out-public of-pocket expenses incurred by the Parent, the Seller, their respective Affiliates, and, if applicable, the Company in complying with any request by or on behalf of the Purchaser or any of its Affiliates in connection with this clause 12.3. 12.4 Subject to clause 13.1, the Parent and its Affiliates shall have the right to retain copies of all books, data, files, information concerning and records in any media (including Tax Returns and other information and documents relating to Tax matters) of each of the business Company and the Company Subsidiaries and their respective businesses, in respect of periods ending on or affairs prior to the Completion Date: (a) that are required to be retained by any Governmental Authority, including any applicable Law; or (b) that prove necessary to retain in order for the Parent and its Affiliates to perform their respective obligations pursuant to this Agreement, the Transaction Agreements or any agreement between the Parent or any of its Affiliates, on the one hand, and the Company or any of its Affiliates acquired from any directorthe Company Subsidiaries, officer or employee on the other hand, that will remain in effect after the Completion, in each case subject to compliance with all applicable privacy and data protection Laws. 12.5 AerCap and the Purchaser agree that, with respect to all original books, data, files, information and records of the Company existing as of the Completion Date, following Completion, they shall (and shall cause the Company to) (a) comply in all material respects with all applicable Laws relating to the preservation and retention of records; and (b) apply the Company’s existing preservation and retention policies in all material respects. 12.6 Up to the Completion Date, AerCap shall and shall procure that its Affiliates shall comply with applicable Laws relating to the use, storage or handling by AerCap or is Affiliates of (a) any personally identifiable information relating to any employees or customers of the Company or the Company Subsidiaries and (b) any other information that is protected by applicable Law (including privacy and data protection Laws) and to which AerCap or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect Representatives is afforded access pursuant to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date terms of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectthis Agreement.

Access to Information. From the Execution Date until the earlier of (a) From and after the date this Agreement is terminated pursuant to Section 13.1 and (b) the Closing Date, subject to the limitations in Section 9.1(e), Section 9.2, and Section 14.11, Seller shall grant to Buyer and its authorized representatives reasonable access, during normal business hours and upon reasonable advance notice, to senior management, the properties and the books and records of the Closing of Company to the extent (and until only to the seventh anniversary of the date of the Closing, in connection with any reasonable purpose extent) relating to the ownership, operation or transition of the Company’s business to Buyer; provided that (i) such access does not unreasonably interfere with the normal operations of the Company or of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing , (including the preparation of financial statements or tax returns or any legal or administrative action to which ii) such access shall occur in such a manner as Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith reasonably determines to be appropriate to ensure compliance with protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access shall be directed to J▇▇▇▇ ▇▇▇▇▇ (at j▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) or such other Person as Seller may designate in writing from time to time (the “Bison Contact”), (iv) except to the extent set forth in Section 4.2, such access shall not entitle Buyer to conduct any environmental assessment, including any monitoring, testing or sampling or any Phase I Environmental Site Assessments, and (v) nothing herein shall require Seller or the Company to provide access to, or to disclose any information to, Buyer or any other Person if such access or disclosure (A) would breach any obligations to any Third Party or obligation of confidentiality binding on Seller, the Company or the Oil & Gas Assets, provided that Seller shall use its commercially reasonable efforts to obtain any applicable laws and subject waivers of confidentiality restrictions, (B) would cause competitive harm to Seller or the Company if the transactions contemplated by this Agreement are not consummated, (C) would be in violation of applicable Laws or regulations of any applicable privileges Governmental Authority or the provisions of any Contract or policy to which the Company is a party, or (including D) that would result in the waiver or a potential waiver of attorney-client privilege)privilege or attorney work product. Buyer acknowledges that, pursuant to its right of access to the personnel, the Company shall permit Seller properties and Group the books and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives in connection with Buyer’s Independent Title Review and documents stored offsite with any vendors) and shall furnish Buyer’s Independent Environmental Review), Buyer will become privy to Seller or Group or any of their respective Affiliates such financial confidential and other information regarding of Seller and the Company as Seller or Group may from time to time reasonably request and that are reasonably related to such purposes; providedconfidential information shall be held confidential by Buyer and Buyer’s representatives in accordance with the terms of the Confidentiality Agreement. If Closing should occur, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth aboveconfidentiality restriction on Buyer, including the use of such individuals Confidentiality Agreement and the confidentiality restriction in Section 4.2, shall terminate (except as witnesses in hearings or trials; provided, that to information related to any assets other than the foregoing does not unreasonably disrupt the business assets of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to including any assets of Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less other than 50% but equal to or greater than 20% of the Company’s Common Stock). For the avoidance of doubt, neither the Company will make available nor Seller makes any representation or warranty as to Seller the accuracy of any information (if any) provided pursuant to this Section 9.1(d), and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality none of the foregoingBuyer, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or nor any of its Affiliates acquired from or their respective direct or indirect equityholders or representatives, may rely on the accuracy of any directorsuch information, officer or employee in each case, other than the express representations and warranties of Seller and the Company set forth in Article 6 and Article 7 hereof, as qualified by the Schedules thereto. The information provided pursuant to this Section 9.1(d) will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently terms and in good faith with Group, if requested, to facilitate the sale conditions of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. (a) From Prior to the Closing Date and after subject to applicable Laws and Section 8.05, Purchaser shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the date properties, businesses and operations of the Closing of Company and until the seventh anniversary such examination of the date books and records of the ClosingCompany, as it reasonably requests upon reasonable advance written notice in connection with any reasonable purpose relating Purchaser’s efforts to consummate the operation of Seller’s or Group’s respective Transactions. Any such access and examination shall be conducted during regular business prior to hours and under circumstances that do not unreasonably interfere with the date normal operations of the Closing or the ownership of the Shares prior business and shall be subject to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action restrictions under applicable Law. The Company shall cause its and its Subsidiaries’ respective officers, employees, consultants, agents, accountants, attorneys and other Representatives to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreementscooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant booksits Representatives, records as the case may be, shall cooperate with Purchaser and documents of its Representatives, as the case may be, and shall use their reasonable best efforts to minimize any disruption to the Business. Any disclosure during such investigation by the Company (including computer records archives and documents stored offsite with or its Representatives shall not constitute any vendors) and shall furnish to Seller enlargement or Group additional representation or warranty of any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters Seller-Side Party beyond those specifically set forth abovein Article IV, including the use of such individuals Article V or Article VI, as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Companyapplicable. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the Transactions, (ii) would unreasonably disrupt the operations of any Seller, the Company or any of their respective Subsidiaries, or (iii) would require any Seller, the Company or any of their respective Subsidiaries to disclose information that, in the reasonable judgment and good faith of counsel to such Seller or the Company, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which such Seller or the Company or any of their respective Subsidiaries is bound. (b) Notwithstanding anything to the contrary contained herein, prior to the Closing, (i) without the written consent of the Company, Purchaser shall not be required to disclose to Seller or Group or their respective representatives contact any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices customers of the Company or any of its Subsidiaries, other than in the ordinary course of business of Purchaser or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to matters not involving the Company or its ownership interest in Subsidiaries, and provided that the Company. Without limiting the generality of the foregoing, applicable Seller or the Company shall use commercially reasonable efforts have the right to provide Seller have a Representative present during any such contact in the event that it consents to such contact, and Group with an estimate (ii) Purchaser shall not have any right to perform invasive or subsurface investigations of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day properties or facilities of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, Subsidiaries without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) From After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Vontier for specific and identified Information: (i) that (x) relates to Vontier or the Vontier Business, as the case may be, prior to the Effective Time or (y) is necessary for Vontier to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Fortive and/or Vontier are parties, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Vontier has a reasonable need for such originals) in the possession or control of Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vontier; provided that, to the extent any originals are delivered to Vontier pursuant to this Agreement or the Ancillary Agreements, Vontier shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased; provided, further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date of that is the Closing of and until the seventh first anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesAgreement; provided, howeverfurther that, in the event that Fortive, in its sole discretion, determines that any such access or the foregoing do not unreasonably disrupt provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the Company’s operation waiver of its business. Seller and Group and their respective representatives shall be given reasonable accessany Privilege, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company Fortive shall not be obligated to provide such Information requested by Vontier; (ii) that (x) is required by Vontier with regard to disclose reasonable compliance with reporting, disclosure, filing or other requirements imposed on Vontier (including under applicable securities laws) by a Governmental Entity having jurisdiction over Vontier, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to Seller satisfy audit, accounting, claims, regulatory, litigation, Action or Group other similar requirements, as applicable, Fortive shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or their respective representatives any confidential the originals thereof if Vontier has a reasonable need for such originals) in the possession or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices control of the Company Fortive or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Vontier; provided that, to the extent any confidential originals are delivered to Vontier pursuant to this Agreement or proprietary information.the Ancillary Agreements, Vontier shall, at its own expense, return them to Fortive within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event that Fortive, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Fortive shall not be obligated to provide such Information requested by Vontier; or (b) The Company agrees After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Fortive for specific and identified Information: (i) that (x) relates to matters prior to the Effective Time, (y) is necessary for Fortive to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Fortive and/or Vontier are parties or (z) is requested by Fortive in connection with its consideration of the timing or manner in which it will effect the Subsequent Disposition or the Remaining Disposition, Vontier shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Fortive has a reasonable need for such originals) in the possession or control of Vontier or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its own expense, return them to Vontier within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Vontier shall not be obligated to provide such Information requested by Fortive. (ii) that (x) is required by Fortive with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Fortive (including under applicable securities laws) by a Governmental Entity having jurisdiction over Fortive, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Vontier shall provide, as soon as reasonably practicable following the Closingreceipt of such request, appropriate copies of such Information (or the originals thereof if Fortive has a reasonable need for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest such originals) in the Company. possession or control of Vontier or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Fortive; provided that, to the extent any originals are delivered to Fortive pursuant to this Agreement or the Ancillary Agreements, Fortive shall, at its own expense, return them to Vontier within a reasonable time after the need to retain such originals has ceased. (c) Each of Fortive and Vontier shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions of this Agreement. (d) Without limiting the generality of the foregoing, until the Company first Vontier fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each of Fortive and Vontier to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), each of Fortive and Vontier shall use its commercially reasonable efforts to provide Seller cooperate with the other Party’s Information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and Group with an estimate management’s assessment of the Companyeffectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly consolidated net income financial statements and shareholders’ equity no later than five business days after audit of the last day annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of each fiscal quarter; provided, that if its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Company will be unable to provide such information within five business days after using commercially reasonable efforts▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Commission’s and Public Company will notify Group Accounting Oversight Board’s rules and will continue to use commercially reasonable efforts to provide such information to Seller auditing standards thereunder and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterother applicable Laws. (ce) Except as required by lawOn the Distribution Date, regulation or legal or judicial process, Group agrees that it Vontier shall deliver to Fortive an electronic copy of any and its Affiliates and their respective directors, officers or employees will not, without all databases in the prior written consent possession of any member of the CompanyVontier Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, disclose to any Person any non-public information concerning the business or affairs operations of the Company Vontier Business or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall otherwise may be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectFortive.

Access to Information. (a) From Sellers shall afford to Buyer and after the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have its Representatives reasonable access, upon reasonable notice and during normal business hours, during the period prior to the Company and all relevant Closing, to the properties, books, Contracts, records and documents personnel of Sellers and their respective Subsidiaries related to the Business, the Purchased Assets, the Purchased Companies, and the Subsidiaries of the Company (Purchased Companies, including computer records archives and documents stored offsite with any vendorsfor the purpose of reviewing the Closing Statement delivered to Buyer pursuant to Section 2.9(b) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesthis Agreement; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation no Seller nor any Affiliate of its business. any Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose violate any obligation of confidentiality to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company which it or any of its Affiliates any confidential or proprietary information. (b) The Company agrees thatmay be subject in discharging their obligations pursuant to this Section 5.4(a); provided, following the Closingfurther, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stockhowever, the Company will make available to that each Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality Affiliate of the foregoing, the Company a Seller shall use commercially reasonable efforts to provide Seller obtain any consent required to permit the access afforded to Buyer and Group with an estimate its Representatives pursuant to this Section 5.4(a). During the period from the date of this Agreement until the earliest of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after Closing Date or the last day termination of each fiscal quarter; providedthis Agreement in accordance with its terms, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group Buyer hereby agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates and their respective directorsto) contact any employee (excluding executive officers), officers customer, supplier or employees will not, other material business relation of the Business regarding the Business or the transactions contemplated by this Agreement without the prior written consent of Sellers (not to be unreasonably withheld, delayed or conditioned). (b) Buyer agrees that any investigation undertaken pursuant to the Company, disclose access granted under Section 5.4(a) shall be conducted in such a manner as not to any Person any non-public information concerning unreasonably interfere with the business or affairs operation of the Company or any of its Affiliates acquired from any directorBusiness, officer or employee under the supervision of the Company applicable Purchased Company’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the Transaction and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, no Seller nor any Affiliate of any Seller shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any of its Affiliates (whether before or after the date hereof)Laws; provided, however, that following each Seller and Affiliate of a Seller shall use commercially reasonable efforts to obtain any consent required to permit the access afforded to Buyer and its Representatives pursuant to Section 5.4(a). (c) At and after the Closing, the Company will cooperate diligently Buyer shall, and shall cause its Affiliates to, afford HD Supply, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, consistent with applicable Law and in good faith accordance with Groupthe procedures established by Buyer or its Affiliates, if requestedas applicable, reasonable access to facilitate the sale personnel, books and records of the Remaining Shares Business, the Purchased Companies and the Subsidiaries of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect Purchased Companies to the Company extent that such access may be reasonably requested by HD Supply, including in connection with financial statements, taxes, reporting obligations and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser compliance with applicable Laws. (d) Buyer agrees to enter into customary confidentiality hold all the books and standstill agreements with the Company, which for the first year after the date records of the Business existing on the Closing shall Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be substantially in required by Law. (e) Notwithstanding the form ofprovisions of this Section 5.4, and in no event more burdensome while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.4, as to such prospective purchaser thanrecords or other information directly pertinent to such dispute, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; providedParties may not utilize this Section 5.4 but rather, howeverabsent agreement, that must utilize the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares rules of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectdiscovery.

Access to Information. (a) From Subject to Section 4.4 hereof, Seller shall cause its officers, directors, employees, auditors and after other agents to afford the date officers, directors, employees, auditors and other agents and advisors of Buyer and its financing sources reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Closing Company and any of its Subsidiaries and until their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the seventh anniversary of the date of the ClosingBusiness, as Buyer, through its officers, employees or agents, may reasonably request in connection with the Buyer’s preparation of the Proxy Statement or for any other such reasonable purpose relating purposes. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and any of 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 and any of 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 operation contrary set forth in this Agreement, neither Seller nor any of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing its Affiliates (including the preparation Company and any of financial statements or tax returns its Subsidiaries) shall be required to disclose to Buyer or any legal agent or administrative action representative thereof any information if doing so could violate any Contract or Law to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective its Affiliates under this Agreement or (including the Company and any of the Related Agreements, and except as determined its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges successfully assert a claim of privilege (including the attorney-client privilegeand work product privileges), . The parties hereto will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents restrictions of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationpreceding sentence apply. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. (a) From and after During the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Interim Period, the Company shall, and shall permit Seller cause each of its representatives to, grant or cause to be granted to Buyer and Group and their respective its representatives to have reasonable access, upon on reasonable advance notice and during normal business hours, to the Company and all relevant senior management personnel, properties, books, records records, and documents representatives of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesits Subsidiaries; provided, however, that the foregoing do will not unreasonably disrupt (i) include access or information that the Company’s operation Company or any of its businessSubsidiaries is expressly prohibited by Law from granting or disclosing or (ii) require the Company or any of its Subsidiaries to take any action that would, based upon the advice of counsel, constitute a waiver of any legal privilege, including the attorney-client privilege or the attorney work product privilege, or violate any Laws governing the permissible scope of information exchange; provided that in the event access or disclosure is not provided in reliance on the foregoing clauses (i) and (ii), the Sellers’ Representative shall notify Buyer that it is withholding information based on such clauses and shall use its reasonable best efforts to communicate the applicable information to Buyer in a way that would not violate the applicable Law or confidentiality provision. Notwithstanding the foregoing, Buyer will not, and will not permit its Affiliates and representatives to, contact or otherwise communicate with, either orally or in writing, any employee, representative, customer or supplier of the Company or its Subsidiaries without the prior written consent of the Sellers’ Representative. (b) During the Interim Period, each WCAS Seller shall, and Group shall cause each of its representatives to, grant or cause to be granted to Buyer and their respective its representatives shall be given reasonable access, upon on reasonable advance notice and during normal business hours, to executive officers the books, records and representatives of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit JWCAS Blocker; provided, however, that the standstill agreement foregoing will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% (i) include access or more of the outstanding shares of Common Stock on a diluted basis; provided, further, information that the standstill agreement will permit prospective purchasers WCAS Blocker is expressly prohibited by Law from granting or disclosing, or (ii) require the WCAS Blocker to take any action that do not otherwise beneficially own any shares would, based upon the advice of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on counsel, constitute a diluted basis only as a result of, and immediately following, purchases waiver of any legal privilege, including the attorney-client privilege or the attorney work product privilege, or violate any Laws governing the permissible scope of information exchange; provided that in the Remaining Shares from Group; event access or disclosure is not provided in reliance on the foregoing clauses (i) and provided, further, that the Company will negotiate the terms of, and requested modifications to(ii), the form of Sellers’ Representative shall notify Buyer that it is withholding information based on such clauses and shall use its reasonable best efforts to communicate the applicable information to Buyer in a way that would not violate the applicable Law or confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectprovision.

Access to Information. (a) From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, upon reasonable notice, and until the seventh anniversary subject to restrictions contained in any confidentiality agreement to which any Group Company is subject, each Group Company shall provide to Buyer and its authorized representatives during normal business hours reasonable access to all books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company). All of such information shall be treated as confidential information [***]. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date of hereof until the Closing, in connection with neither Seller nor any reasonable purpose relating of its Affiliates (including the Group Companies) shall be required to disclose to Buyer or any of its representatives that portion of any information (i) to the operation of extent related to the sale or divestiture process conducted by Seller or its Affiliates for the Group Companies vis-à-vis any Person other than Buyer and its Affiliates, or Seller’s or Group’s respective business prior to the date its Affiliates’ (or their representatives’) evaluation of the Closing or the ownership business of the Shares prior to Group Companies in connection therewith, including projections, financial and other information relating thereto, (ii) the date sharing of the Closing (including the preparation of financial statements or tax returns or which would violate any legal or administrative action law to which Seller or any of its Affiliates (including the Group may become Companies) is a party or is subject that relate to periods prior to or which it reasonably determined upon the date advice of counsel could result in the loss of the Closingability to successfully assert attorney-client and work product privileges, (iii) or the rights or obligations of if Seller or Group or any of their respective Affiliates under this Agreement its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the Related Agreementsother hand, are adverse parties in a litigation and except as determined in good faith such information is reasonably pertinent thereto, or (iv) if Seller reasonably determines upon the advice of counsel that such information should not be so disclosed due to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesits competitively sensitive nature; provided, however, that the foregoing do not unreasonably disrupt Group Companies shall, in the Company’s operation case of its business. Seller clauses (ii) and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours(iv), to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth aboveextent permissible under applicable Law, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide share such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quartervia a “clean room” or on an outside counsel basis. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. (a) From During the Pre-Closing Period, the Company shall afford Buyer and after the date its accountants, counsel and other representatives, upon reasonable request, reasonable access during normal business hours to all of the Closing of Business Facilities, books, Contracts and until the seventh anniversary records of the date Company and the Company Subsidiaries. (b) Subject to compliance with applicable Legal Requirements during the Pre-Closing Period, the Company shall confer from time to time as requested by Buyer with one or more representatives of Buyer to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company. (c) Following the Closing, the Company and Buyer shall afford the Sellers’ Representative, its Affiliates and their respective accountants, counsel and other representatives, upon reasonable request, reasonable access during normal business hours to all of the properties, books, Contracts, employees and records of the Company and the Company Subsidiaries to the extent that such access is reasonably required by a Seller in connection with (i) the preparation of any reasonable purpose Seller’s Tax returns or with any audit thereof, (ii) any claim or Proceeding relating to the operation of Seller’s or Group’s respective business the businesses of the Company and the Company Subsidiaries prior to the date of the Closing Closing, (iii) any regulatory filing or the ownership of the Shares prior matter or (iv) any matter relating to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreementstransactions contemplated hereby. The Company shall maintain such books and records in reasonably accessible format and at reasonably accessible locations. (d) Following the Closing, Buyer shall, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws shall instruct its and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation employees to, at any Seller’s reasonable request, cooperate with such Seller as may be reasonably required in connection with the investigation and defense of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management any claim or oversight responsibility for matters Proceeding relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of the Company Subsidiaries that is brought against such Seller or any of its Affiliates at any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days time after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required Closing by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of other than Buyer, the Company or any of its their Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectsuccessors.

Access to Information. (a) From Upon reasonable notice and after the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose subject to applicable laws relating to the operation exchange of Seller’s information, each of the Company and Parent shall afford to the other and their respective officers, employees, accountants, counsel and other representatives, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records, customers, suppliers, officers, employees, accountants, counsel and other representatives and, during such period. Neither party shall be required to provide access to or Group’s respective business to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Closing or the ownership restrictions of the Shares prior preceding sentence apply. (b) Each party hereto agrees to, and shall cause its employees, agents, directors, advisors and representatives to, (i) treat and hold as confidential and not disclose to any person, firm, corporation, association or other entity for any purpose or reason whatsoever all information relating to trade secrets, processes, patent or trademark applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, operations methods, business development techniques, business acquisition plans, new personnel acquisition plans and any other confidential information with respect to the date business of the Closing other party, (including ii) in the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject event that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group it or any of their respective Affiliates under its employees, agents, advisors, directors or representatives becomes legally compelled to disclose any such information, provide the other party with prompt written notice of such requirement so that such party may seek a protective order or other remedy or waive compliance with this Agreement or any of the Related AgreementsSection 6.3(b), and except as determined (iii) in good faith the event that such protective order or other remedy is not obtained, or the other party waives compliance with this Section 6.3(b), furnish only that portion of such confidential information which is legally required to be appropriate provided and exercise its best efforts to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates obtain assurances that confidential treatment will be accorded such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesinformation; provided, however, that this Section shall not apply to any information that, at the foregoing do time of disclosure, is available publicly and was not unreasonably disrupt the Company’s operation disclosed in breach of its business. Seller and Group and this Agreement by either party, their respective representatives agents, representatives, employees, advisors, or directors. The parties agree and acknowledge that remedies at law for any breach of their obligations under this Section are inadequate and that in addition thereto the non-breaching party shall be given reasonable access, upon reasonable notice and during normal business hours, entitled to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth aboveseek equitable relief, including the use of such individuals as witnesses in hearings or trials; providedinjunction and specific performance, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality event of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide any such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notbreach, without the prior written consent necessity of demonstrating the Company, disclose to any Person any non-public information concerning the business or affairs inadequacy of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectmoney damages.

Access to Information. (a) From Seller shall, and after shall cause the date of the Closing of and until the seventh anniversary of the date of the Closingother Seller Entities to, in connection with any reasonable purpose relating afford to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have Purchaser Parties reasonable access, upon reasonable notice and during normal business hours, consistent with applicable Law and in accordance with the procedures established by Seller, including applicable logistical restrictions or limitations as a result of Covid-19 or any Covid-19 Measures, during the period prior to the Company Closing, and all relevant solely in furtherance of the consummation of the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, to the properties, books, Contracts, records and documents personnel of the Company (Seller and its Subsidiaries, and such other information, including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding operating data, as the Company as Seller Purchaser Parties or Group their Representatives may from time reasonably request, in each case, solely to time reasonably request that are reasonably the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including such purposesinformation reasonably requested by Purchaser to make the offers of employment contemplated by Article VI and otherwise prepare for the transition of Scheduled Business Employees (who would become Transferred Employees); provided, however, that the foregoing do not unreasonably disrupt the Company’s operation (i) neither Seller nor any of its business. Seller and Group and their respective representatives Affiliates shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose violate any obligation of confidentiality to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.5; (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any confidential Business Employees, if and when Purchaser provides Seller with notice that the applicable Business Employees have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not make, or proprietary informationcause to be made, available medical records, workers compensation records or the results of any drug testing; and that the Purchaser Parties shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) harmless from any Liabilities arising out of or relating to the access to or transfer of such personnel files); provided that Seller shall, or shall cause the other Seller Entities to, deliver to Purchaser all employee, payroll and Benefit Plan data as is reasonably requested by Purchaser and to the extent permissible under applicable Law in order to effectuate, as of the Closing Date, payroll and employment benefit plan enrollment for Business Employees who are intended to become Transferred Employees and (iii) prior to the Closing Date, the Purchaser Parties shall not conduct any Phase I or Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Leased Real Property, or any other property of Seller, the other Seller Entities, or any of their respective Affiliates, without the prior written consent of Seller, which may be withheld in its sole discretion. (b) The Company agrees thatPurchaser Parties agree that any investigation undertaken pursuant to the access granted under Section 5.5(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, following and none of Parent, Purchaser or any of their Affiliates or Representatives shall communicate with any of the Closingemployees of the Business without the prior written consent (including via email) of Seller. Notwithstanding anything in this Agreement to the contrary, for so long as Group has beneficial ownership neither Seller nor any of less than 50% but equal its Affiliates shall be required to provide access to or greater than 20% of the Company’s Common Stockdisclose information where, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality reasonable judgment of the foregoingSeller, the Company shall use commercially reasonable efforts to provide such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws, fiduciary duties or contractual obligations (provided that Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such access or disclosure in a manner that would not jeopardize such privilege or protection or contravene such Laws, fiduciary duties or contractual obligations), or such information concerns valuation of or the future plans for the Business or the Sale Process. The Purchaser Parties shall indemnify, defend and hold harmless Sellers and their Affiliates and each of their respective employees, directors and officers from and against all Losses resulting from or relating to Seller and Group as soon as practicable and in the activities of the Purchaser Parties or any event no later than 10 business days after the last day of such fiscal quarterits Affiliates or Representatives under this paragraph. (c) Except For a period of five (5) years following the Closing or such longer time as may be required by lawapplicable Law, regulation and subject to Section 5.4, each of the Parties shall preserve all records (including, for the avoidance of doubt, any loss run information with respect to occurrence-based insurance policies) and any information or legal statutory records possessed by such Party to the extent relating to the Business, the Purchased Assets or judicial processthe Assumed Liabilities as of the Closing Date. For a period of five (5) years following the Closing or such longer time as may be required by applicable Law, Group each Party shall provide to the other Parties reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the procedures established by the providing Party, including applicable logistical restrictions or limitations as a result of Covid-19 or any Covid-19 Measures, to such records relating to the Business, the Purchased Assets or the Assumed Liabilities; provided, however, that nothing herein shall require any Party to take any action or provide any access pursuant to this Section 5.5(c) if doing so would (i) be reasonably likely to jeopardize any attorney-client privilege or other applicable privilege or protection, or (ii) contravene any applicable Laws, fiduciary duties or contractual obligations (including any confidentiality agreement by which such Party is bound) (it being understood that such Party shall cooperate in any commercially reasonable efforts and requests for waivers that would otherwise enable the requested disclosure to the other Parties without jeopardizing such privilege or protection or contravening such Laws, duties or contractual obligations). Each Party may request access under this Section 5.5(c) for any reasonable purpose in connection with the operation of the Business, audits, accounting, financial reporting, litigation, federal, foreign, or state securities disclosure or other business purposes of the Party requesting access. Notwithstanding the foregoing, following the fifth (5th) anniversary of the Closing Date or such longer time as may be required by applicable Law, any and all such records may be destroyed by a Party if such destroying Party provides the other Parties written notice of its intent to destroy such records, specifying in reasonable detail the contents of the records to be destroyed, and the other Party does not notify the destroying Party that such other Party desires to obtain possession of such records within sixty (60) days following delivery of such notice. In the event the other Party provides such notice of its desire to obtain possession of such records within sixty (60) days following delivery of the destroying Party’s notice, the destroying Party must give the requesting Party a reasonable opportunity, at the requesting Party’s expense, to segregate and transfer the records. In addition, following the Closing, each Party agrees that it to provide, and shall cause its Affiliates and their respective directorsRepresentatives to provide, officers or employees will notsuch cooperation and assistance to the other Party, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any directorand their respective Representatives (including, officer for the avoidance of doubt, such Party’s auditors) as may be reasonably requested by such other Party upon reasonable advance written notice in connection with the audit, accounting, financial reporting, litigation, federal, foreign or employee state securities disclosure or other needs of such requesting Party; provided that such cooperation and assistance shall be provided at the Company or any requesting Party’s expense. (d) Notwithstanding the foregoing, cooperation and access to information with respect to Tax matters shall be governed exclusively by Section 7.1. (e) In addition to and without limiting the foregoing, within fifteen (15) days after the end of its Affiliates (whether before or each fiscal month commencing with the first fiscal month ending after the date hereofhereof and continuing through the end of the fiscal month immediately preceding the Closing Date, Seller shall deliver to Purchaser a report detailing key performance indicators (including volume, net sales, gross profit and program marketing) tracked for the Business and the Business Brands for the most recently completed fiscal month, in substantially the form included in Section 5.5(e) of the Seller Disclosure Schedules (the “Monthly KPI Reports”); provided. (f) As promptly as reasonably practicable upon the occurrence of any event described in clause (a) or clause (b) of the definition of an Adverse Facilities Matter, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requestedSeller shall provide Purchaser written notice thereof including, to facilitate the sale of the Remaining Shares of the Company’s Common Stockextent known, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect detail as to the Company specifics and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from causes of such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectevent.

Access to Information. (a) From and after the date hereof until the Closing Date, Seller will use commercially reasonable efforts, subject to the terms of the Closing of and until the seventh anniversary of the date of the ClosingConfidentiality Agreement, in connection with any to give, on reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable written notice and during normal business hours, Buyer, its counsel, and financial advisors, reasonable access to the offices, properties, books and records of Seller relating (and solely to the extent relating) to the Company, and (ii) to furnish to Buyer, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information relating (and solely to the extent relating) to the Company and all relevant books, records and documents of as such Persons may reasonably request. Buyer agrees that any investigation undertaken pursuant to the Company (including computer records archives and documents stored offsite access granted under this ‎‎‎‎Section 5.02(a) shall be conducted in such a manner as not to unreasonably interfere with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its Seller’s business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating . (b) Notwithstanding anything to the matters set forth abovecontrary in this Agreement, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company Seller shall not be required to disclose provide access to, or otherwise furnish, any information if Seller determines, in its reasonable discretion, that (i) such access would 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 date of this Agreement, (iii) the information to be accessed is pertinent to any existing or potential litigation between Seller or Group any of their Affiliates, on the one hand, and Buyer or their respective representatives any confidential of its Affiliates, on the other hand or proprietary information not relating primarily (iv) any information, guidance or advice received by the Company and its Affiliates related to the purposes set forth above transactions contemplated by this Agreement. (c) All requests for access or information by or on behalf of Buyer shall be submitted to permit S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. or such other person(s) as Seller or Group or their respective representatives to copy or remove from the properties or offices may designate in writing, and none of the Company Buyer or any of its Affiliates or Representatives shall communicate with any confidential other employees or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership officers of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of Seller. For the Companyavoidance of doubt, disclose and notwithstanding anything contained herein to any Person any non-public the contrary, Buyer shall not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other information concerning the business or affairs related to employees of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates Seller. (whether before or after the date hereof); provided, however, that d) At and following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale Seller may retain copies of the Remaining Shares books and records of the Company’s Common StockBusiness to the extent Seller determines, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, howeverits sole discretion, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser Seller (i) should retain them to comply with applicable Law or (ii) may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by require such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectcopies for Tax purposes.

Access to Information. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable notice, and until subject to restrictions contained in any confidentiality agreements to which subject to Section 5.7, the seventh anniversary Group Companies are subject, the Company shall provide to Parent, Merger Sub and their respective authorized representatives, during normal business hours, reasonable access to all books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company); provided that the Group Companies and their respective representatives shall have no obligation to provide Parent, Merger Sub and their respective representatives access to any books or records to the extent such books and records do not pertain to the business of any Group Company and, to such extent, any Group Company and its representatives are entitled to withhold access to or redact any portion of such books and records. All of such information provided 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 of hereof until the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date none of the Closing Unitholders or the ownership any of the Shares prior to the date of the Closing their Affiliates (including the preparation of financial statements or tax returns Group Companies) shall be required to disclose to Parent, Merger Sub or any legal of their respective representatives any (i) information (A) to the extent related to the sale or administrative action divestiture process conducted by the Unitholders, the Company or their respective Affiliates for the Group Companies vis-à-vis any Person other than Parent, Merger Sub and their respective Affiliates, or the Unitholders’, the Company or their respective Affiliates’ (or their respective representatives’) evaluation of the business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (B) if doing so would violate any contract or law (including any Health and Safety Measures or Responsive Measures) to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group any Unitholder or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the Group Companies) is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege)and work product privileges, or would jeopardize the health and safety of any employees of the Group Companies, in light of COVID 19 and any Health and Safety Measures, or (C) if any Unitholder, the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial Affiliates, on the one hand, and other information regarding the Company as Seller Parent, Merger Sub or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation any of its business. Seller and Group and their respective representatives shall be given reasonable accessAffiliates, upon reasonable notice on the other hand, are adverse parties in a litigation and during normal business hours, such information is reasonably pertinent thereto or (ii) information relating to executive officers of the Company that have management Taxes or oversight responsibility for matters Tax Returns other than information relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationCompanies. (b) The Company agrees that, following From the date hereof until the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller furnish Parent monthly financial statements and Group with an estimate information of the Company’s quarterly consolidated net income type and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the detail currently prepared by any Group Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterParent may reasonably request. (c) Except as If Parent is required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without to file the prior written consent financial statements of the Company, disclose Group Companies with the SEC pursuant to any Person any nonItem 9.01 of Form 8-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the ClosingK, the Company will cooperate diligently and in good faith with Groupwithin five (5) Business Days of written request from Parent, if requested, to facilitate the sale (i) provide copies of the Remaining Shares Financial Statements as well as any unaudited consolidated balance sheets of Company Parent and its consolidated Subsidiaries, for the periods required to be filed by Parent, and the related unaudited consolidated statements of income and cash flows, (ii) use reasonably commercial efforts to cause Company Parent’s independent accounting firm to provide written consent to the filing of the CompanyCompany Parent’s Common Stockaudit reports with the Form 8-K, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence and (iii) provide authorizations and representation letters consistent with respect the past practices of the Group Companies to the Company and by making the Company’s Chief Executive Officer and other senior officers extent reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested required by the prospective purchaser do not alter the obligations independent accounting firm of the parties thereto in any material respectParent.

Access to Information. (a) From Each party shall, and after shall cause each of its Subsidiaries to, afford to the date other parties and their respective managers, officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives, including, with respect to Rice, the Financing Sources and their legal advisors (collectively, the “Representatives”), during the period prior to the earlier of the Closing and the termination of this Agreement pursuant to the terms of Section 8.1 of this Agreement, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties, offices and until other facilities of such party and its Subsidiaries and to their books, records, contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the seventh anniversary other parties and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the date other parties. Each party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Closingother parties or their respective Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the other parties and their respective Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 6.4, in connection with each party shall not be required to, or to cause any reasonable purpose relating of its Subsidiaries to, grant access or furnish information to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group other parties or any of their respective Affiliates under this Agreement Representatives to the extent that such information is subject to an attorney/client or any attorney work product privilege or that such access or the furnishing of such information is prohibited by applicable Law or an existing contract or agreement. Notwithstanding the foregoing, each party shall not have access to personnel records of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group other parties or any of their respective Affiliates such financial and Subsidiaries relating to individual performance or evaluation records, medical histories or other information regarding that in such other party’s good faith opinion the Company as Seller disclosure of which could subject the other parties or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation any of its business. Seller and Group and their respective representatives Subsidiaries to risk of liability. Each party shall be given reasonable access, upon reasonable notice and during normal business hours, permitted to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth aboveconduct non-invasive environmental assessments, including the use of such individuals as witnesses without limitation any Phase I environmental site assessments in hearings or trials; providedaccordance with ASTM Standard E1527-13, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company but shall not be required permitted to disclose to Seller conduct any sampling or Group analysis of any environmental media or building materials at any facility of the other parties or their respective representatives Subsidiaries without the prior written consent of such other party, which may be granted or withheld in such other party’s sole discretion. Each party agrees that it will not, and will cause its Representatives not to, use any confidential or proprietary information not relating primarily obtained pursuant to this Section 6.4 for any purpose unrelated to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices consummation of the Company or any of its Affiliates any confidential or proprietary informationTransactions. (b) The Company agrees thatConfidentiality and Non-Disclosure Agreement dated as of September 21, following 2016, by and among Vantage I, Vantage II and Rice (the Closing, for so long as Group has beneficial ownership “Confidentiality Agreement”) shall survive the execution and delivery of less than 50% but equal this Agreement and shall apply to all information furnished thereunder or hereunder. All information provided to any party or its Representatives pursuant to or greater than 20% in connection with this Agreement is deemed to be “Confidential Information” as defined under the Confidentiality Agreement. The Vantage Sellers agree to comply, and to use their reasonable best efforts to cause their Representatives to comply, with the provisions of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence Confidentiality Agreement with respect to the Company use and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from disclosure of Confidential Information as if they were a receiving party of such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectinformation thereunder.

Access to Information. (a) From and after Between the date of the Closing of this Agreement and until the seventh anniversary of the date of the Closing, subject to the other provisions of this Section 5.3, Seller shall provide Purchaser and its Representatives with such information and data regarding any employees, assets or liabilities Related to the Company Business, including the books and records and employees of the Company and the Purchased Subsidiaries, the Company Business Employees and the other employees of the Company and its Subsidiaries that are to provide the services under the Services Agreement, and such other information, Contracts and properties Related to the Company Business as may be reasonably requested in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of and the Related Agreements, other Transaction Documents and except as determined in good faith to be appropriate to ensure compliance with any applicable laws the transactions contemplated hereby and subject to any applicable privileges (including the attorney-client privilege), the Company thereby. Such access shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and occur only during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish hours upon reasonable advance notice by Purchaser to Seller or Group or any and under the supervision of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller personnel and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company conducted in a manner that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt interfere with the business conduct of the Company. ’s business. (b) Notwithstanding anything herein to the contraryobligations contained in Section 5.3(a), the Company Seller shall not be required to disclose information (i) where such access or disclosure would jeopardize the attorney-client privilege of Seller, the Company or its Subsidiaries or violate any Applicable Law or Contract, (ii) with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications and (iii) the disclosure of which would require Consent of a counterparty under the relevant Contract (provided that Seller and Purchaser shall collaborate in good faith to make alternative arrangements to allow for such access or Group disclosure in a manner that does not result in requiring the Consent of such counterparty), and neither Purchaser nor any of its Representatives shall have any contact before the Closing, with any employee of the Company or their respective representatives any confidential or proprietary information not relating primarily its Subsidiaries, and, with respect to the purposes set forth above Company or to permit Seller its Subsidiaries or Group the transactions contemplated by this Agreement only, with any actual or their respective representatives to copy potential investor, any agent, broker, partner, lessor, lender, vendor, customer, supplier or remove from the properties or offices consultant of the Company or any of its Subsidiaries, except, in each case, with Seller’s express prior written approval and under such conditions as Seller may reasonably require. All requests by Purchaser or its Representatives for access or information shall be submitted or directed exclusively to an individual or individuals to be designated in writing by Seller. The auditors and accountants of Seller or any of its Affiliates shall not be obligated to make any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make work papers available to Seller any Person except in accordance with such auditors’ and Group the information 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 requested by Group and required under generally accepted accounting principles acceptable to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterauditors or accountants. (c) Except as required by law, regulation All information provided or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without accessed under this Section 5.3 shall be subject to the prior written consent terms of the Company, disclose to any Person any nonNon-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently Disclosure and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. (a) From Subject to Section 5.4 and after applicable Law, prior to the date earlier of the Closing or termination of this Agreement pursuant to Article VII, upon reasonable prior written notice, Seller shall cause its Representatives to afford the Representatives of Buyer reasonable access during normal business hours to the Representatives, books and until the seventh anniversary records, properties, offices and other facilities of the date of the Closing, in connection with any reasonable purpose Business Entities relating to the operation Business, it being understood that Seller and its Affiliates shall be permitted to make reasonable redactions to any applicable books and records with respect to any information to the extent relating to the Excluded Assets, the Excluded Liabilities, the Excluded Business or, other than with respect to the Business, otherwise to the extent relating to Seller or its Affiliates; provided that such access shall be provided and received in a manner so as to not unreasonably interfere in the conduct of the Business or the other businesses of Seller or its Affiliates prior to the Closing. ▇▇▇▇▇ acknowledges and agrees that any access pursuant to this Section 5.5 shall be conducted at Buyer’s expense, may be, at Seller’s discretion, under the supervision of Seller’s or Groupits Affiliates’ personnel, and any contact by ▇▇▇▇▇, its Affiliates and/or their Representatives with Representatives of Seller or its Affiliates hereunder shall be arranged by Representatives of Seller and may be, at Seller’s respective business prior discretion, supervised by Representatives of Seller. Notwithstanding anything to the date contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be required to disclose to Buyer, its Affiliates or any Representative thereof any (a) medical file or related records of any Business Employee, (b) books and records that are inextricably commingled with the Closing or the ownership books and records of the Shares prior Seller and its Affiliates (other than with respect to the date of the Closing (including the preparation of financial statements or tax returns Business), or any legal income Tax Return or administrative action any income Tax-related work papers of Seller or any of its Affiliates, (c) Personal Information or (d) other information, if doing so would (i) violate applicable Law, or fiduciary obligation to which Seller or Group may become subject that relate its Affiliates is bound, (ii) reasonably be expected to periods prior to result in the date disclosure of the Closing) or the rights or obligations any competitively sensitive information of Seller or Group or any of their respective its Affiliates under this Agreement unrelated to the Business, or any (iii) reasonably be expected to result in a loss of the Related Agreements, and except as determined in good faith ability to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges successfully assert a claim of privilege (including the attorney-client privilege), and work product privileges) in the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents judgment of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesSeller; provided, however, that in the foregoing do not unreasonably disrupt the Company’s operation case of its business. Seller and Group and their respective representatives shall any information that would otherwise be given reasonable access, upon reasonable notice and during normal business hours, disclosed pursuant to executive officers of the Company that have management or oversight responsibility for matters relating this Section 5.5 but is withheld pursuant to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. clauses (b) The Company agrees thator (d), following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% Seller shall (A) inform Buyer of the Company’s Common Stock, the Company will make available to fact that Seller has made such determination and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality provide a description of the foregoinggeneral nature of what is being withheld, the Company shall (B) reasonably cooperate with any requests from Buyer for, and use commercially reasonable efforts to provide Seller obtain any, waivers related thereto and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to (C) use its commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. make other arrangements (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Groupincluding, if requestedapplicable, to facilitate the sale of the Remaining Shares of the Company’s Common Stockredacting information or entering into joint defense agreements), in whole or in part, each case that would enable any otherwise required disclosure to prospective purchasers by, among other things, permitting prospective purchasers Buyer to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as occur without violating any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Companyapplicable Law or 50213729.30 fiduciary obligation, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to disclosing such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with competitively sensitive information or jeopardizing any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectprivilege.

Access to Information. (a) From and after the date of the Closing of hereof and until the seventh anniversary of applicable Closing Date, the date of the Closing, in connection with any reasonable purpose relating Seller will give to the operation of SellerBuyer and the Buyer’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective authorized representatives to have reasonable access, upon reasonable notice and access during normal business hourshours to its offices, books and records, Tax Returns, contracts, commitments, officers, facilities, personnel and accountants which relate to the Company Purchased Assets that have not been transferred to the Buyer, and will furnish and make available to the Buyer and its authorized representatives all such documents and copies of documents and all relevant books, records such additional financial and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial operating data and other information regarding pertaining to the Company Purchased Assets as Seller or Group the Buyer and its authorized representatives may from time to time reasonably request that are reasonably related to such purposesrequest; provided, however, that the foregoing do not unreasonably disrupt activities of the Company’s operation of Buyer and its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, conducted in such a manner as not to executive officers interfere unreasonably with the operation of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the CompanySeller and subject to restrictions under applicable Law. Notwithstanding anything herein to the contrary, no such activity of the Company Buyer or its representatives shall not be required permitted, and the Seller may refuse to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily information, to the purposes set forth above or to permit extent that such activity would (i) require the Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential the Subsidiaries to disclose information (x) subject to attorney-client privilege or proprietary information. (by) The Company agrees thatcontained in valuation reports, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to analyses or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting studies with respect to its ownership interest in the Company. Without limiting the generality business of the foregoing, Seller or any materials referenced therein or (ii) conflict with any confidentiality obligations to which the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate or any of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after Subsidiaries is bound. Notwithstanding anything to the last day of each fiscal quarter; providedcontrary herein, that if prior to the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notInitial Closing Date, without the prior written consent of the CompanySeller, disclose to which may be withheld for any Person reason, (i) the Buyer shall not contact (a) any non-public information concerning the business or affairs customers of the Company Seller, (b) any schools, vendors, servicers or any of its Affiliates acquired from any directorother contract parties with whom the Seller does business, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasersSeller or its business, so long as or (c) any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date employees of the Closing Seller and (ii) the Buyer shall be substantially in the form of, and in have no event more burdensome right to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more perform invasive investigations of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% properties or more facilities of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of Seller or any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.the

Access to Information. (a) From and after the date of this Agreement until the Closing of Date, the Seller, Marconi IP and until the seventh anniversary of the date of the ClosingParent shall afford, in connection with any reasonable purpose relating and, to the operation extent reasonably necessary, cause each of Seller’s or Group’s respective business prior its Affiliates to afford, to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsPurchaser and its Representatives, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)on a reasonably timely basis, the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to all the Company and all relevant personnel (other than external professional advisors), work papers, information systems, properties, books, contracts, commitments, Tax Returns and records of, or relating to (and documents of then only to the Company (including computer records archives extent relating to), the Access Business and documents stored offsite with any vendors) and during such period shall furnish to Seller the Purchaser and its Representatives any information relating to (and then only to the extent relating to) the Access Business, the Assets and the Assumed Obligations, and to Retained Obligations that arise from, relate to or Group affect, the Access Business, as the Purchaser or its Representatives may reasonably request (including all information reasonably necessary for purposes of transition planning and preparation for post-Closing integration purposes); provided, that, nothing herein will obligate the Seller, Marconi IP or the Parent to (i) take any actions that would unreasonably interrupt the normal course of the Access Business or (ii) violate any Law or the terms of any Contract to which the Seller, Marconi IP, or the Parent or any of their respective Affiliates such financial and other information regarding the Company as Seller is a party or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation which any of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Groupassets are subject; and provided, further, if any particular item of the Seller, Marconi IP or the Parent that the Company will negotiate Purchaser has the terms ofright of access to pursuant to this Section 6.1 contains both information related to the Access Business and other information, then the Seller, Marconi IP and requested modifications tothe Parent (as applicable) can, at its option either (A) provide a copy of such information to the Purchaser subject to the Purchaser's obligations contained herein to keep such other information confidential or (B) create a new form of such information and provide the Purchaser with access to such new form of information (which new form of information shall incorporate all information that the Purchaser has the right to access to pursuant to this Section 6.1) (it being understood that, notwithstanding the foregoing, the form Seller shall make available to the Purchaser the original complete copy of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith any particular item of information if the Purchaser has a reasonable need to review such original copy, subject to reasonable redaction that is not inconsistent with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations such reasonable need of the parties thereto in any material respectPurchaser). The Purchaser's right of access to Tax Returns pursuant to this Section 6.1 shall be limited to Tax Returns relating to real estate, personal property or ad valorem Taxes payable with respect to the Assets.

Access to Information. Upon reasonable advance notice, between the date of this Agreement and the Closing Date, the Company shall (ai) From give Buyer, its respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives") reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Buyer's Representatives such financial and operating data and other information relating to the Company, its Subsidiaries and their respective operations (including, to the extent permitted by the Company's outside accountants, their work papers (and the Company agrees to cooperate with Buyer in obtaining such access to such work papers)) as such Persons may reasonably request and (iii) instruct the Company's employees, counsel and financial advisors to cooperate with Buyer in its investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit offices or properties or to interview the Company's employees or agents should be directed to and coordinated with the general counsel of the Company or such person or persons as he shall designate; provided further that any information and documents received by Buyer or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Closing of Confidentiality Agreement dated October 5, 1999 between the Company and until Buyer (the seventh anniversary of "Confidentiality Agreement"), which shall remain in full force and effect pursuant to the terms thereof as though the Confidentiality Agreement had been entered into by the parties on the date of this Agreement, notwithstanding the Closing, in connection with any reasonable purpose relating to the operation execution and delivery of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Companytermination hereof. Notwithstanding anything herein to the contrarycontrary in this Agreement, neither the Company nor any of its Subsidiaries shall not be required to disclose any information to Seller Buyer or Group the Buyer Representatives if doing so would violate any agreement in effect on the date hereof, law, rule or their respective representatives any confidential or proprietary information not relating primarily regulation to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of which the Company or any of its Affiliates any confidential Subsidiaries is a party or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of which the Company or any of its Affiliates acquired from any director, officer Subsidiaries is subject or employee which in the reasonable judgment of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and could result in good faith with Group, if requested, to facilitate the sale a waiver of the Remaining Shares attorney-client privilege. No review pursuant to this Section 5.6 shall have an effect for the purpose of determining the Company’s Common Stock, in whole accuracy of any representation or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect warranty given by either party hereto to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectparty hereto.

Access to Information. Prior to Closing, pursuant to the Enron Purchase Agreement, Seller shall request, and use commercially reasonable efforts to have such request honored, that the Transfer Group Companies permit Purchaser and its Representatives (aincluding its legal advisors and accountants) From to have reasonable access, during normal business hours and after upon reasonable advance notice, to the date properties, books, records and personnel of the Closing Transfer Group Companies; provided, that in no event shall Seller or any Transfer Group Company be obligated to provide (i) access or information in violation of and until the seventh anniversary Applicable Law, (ii) bids, letters of the date intent, expressions of the Closing, interest or other proposals received from others in connection with any reasonable purpose the transactions contemplated by this Agreement and information and analysis relating to such communications or (iii) any information, the operation disclosure of which would jeopardize any privilege available to Seller’s or Group’s respective business prior to the date , any of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Transfer Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Companies or any of their respective Affiliates under this Agreement relating to such information or would cause Seller, any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Transfer Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group Companies or any of their respective Affiliates to breach a confidentiality obligation to which it is bound. If Purchaser cannot obtain such financial access, Seller shall obtain and other deliver to the Purchaser such documents and information regarding as Purchaser may reasonably request, to the Company as extent that Seller or Group may from time to time reasonably request that are reasonably related has access to such purposes; provideddocuments and information under the Enron Purchase Agreement. In connection with such access, however, that the foregoing do not unreasonably disrupt the CompanyPurchaser’s operation of its business. Representatives shall cooperate with Seller and the Transfer Group Companies’ Representatives and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use their commercially reasonable efforts to provide minimize any disruption of the business of Seller and the Transfer Group with an estimate Companies. Purchaser agrees to abide by the terms of the Company’s quarterly consolidated net income Confidentiality Agreement and shareholders’ equity no later than five business days after any safety rules or rules of conduct reasonably imposed by the last day of each fiscal quarter; provided, that if the relevant Seller or Transfer Group Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to such access and any information furnished to them or their Representatives pursuant to this Section 6.1. Purchaser shall indemnify, defend and hold harmless the Company Seller Indemnified Parties and the Transfer Group Companies from and against any and all Losses asserted against or suffered by making the Company’s Chief Executive Officer and other senior officers reasonably available them relating to, resulting from, or arising out of, examinations or inspections made by Purchaser or its Representatives pursuant to address inquiries from such prospective purchasers, so long as this Section 6.1. If Seller becomes aware prior to Closing of any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date breach by any of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases Enron Sellers of any of their representations and warranties or covenants set forth in the Remaining Shares from Group; Enron Purchase Agreement, Seller shall notify Purchaser in writing within five (5) Business Days after becoming actually aware of such breach. Seller shall promptly forward to Purchaser any documents and provided, further, that other information provided to Seller under the Company will negotiate Enron Purchase Agreement relating to the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respecttransactions contemplated hereunder.

Access to Information. (a) From and after During the date period from the Effective Date of this Agreement to the Closing of and until the seventh anniversary of the date of the ClosingDate, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing Seller shall permit (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing1) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsBuyer, LBSH, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective authorized representatives to have reasonable access, upon reasonable notice and access to Seller's facilities during normal business hourshours as coordinated with Seller's designated representative, and (2) Buyer reasonable access to the Company and all relevant books, records and documents meet with customers of the Company (including computer records archives and documents stored offsite RMS Division Business as coordinated with any vendors) and shall furnish Seller's designated representative in order to Seller or Group or any secure a smooth transition of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time customer relationship to time reasonably request that are reasonably related to such purposesBuyer; provided, however, that Buyer shall have no right to terminate this Agreement pursuant to Section 7.01 below or otherwise as a result of any due diligence review unless it discloses matters existing at the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, Effective Date which would entitle Buyer or LBSH to executive officers of the Company that have management or oversight responsibility for matters relating terminate pursuant to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationSection 7.01(g) below. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% Each of the Company’s Common Stockparties hereto shall, and shall cause its respective officers, directors, employees, representatives, advisors and agents to, afford the Company will make available officers, employees, representatives, advisors and agents of the other party with access to such information concerning Seller or Buyer as may be necessary for each party to ascertain the accuracy and Group completeness of the information reasonably requested supplied by Group such parties for inclusion in any pre-merger notification report filed under the HSR Act (and required under generally accepted accounting principles any additional information or documentary material supplied in response to enable Group any request pursuant to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality Section 7A(e) of the foregoing, HSR Act and the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterregulations thereunder). (c) Except If this Agreement is terminated, each of the parties hereto shall, and shall cause its officers, employees, representatives, advisors and agents to, destroy or return to the other party all confidential documents, work papers and other materials, and all copies thereof, obtained by it or on its behalf from such other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution and delivery hereof. (d) Each of the parties hereto and its officers and employees shall not disclose or use any information so obtained, except as required by law, regulation applicable law or legal process or judicial process, Group agrees that it and its Affiliates and their respective directors, officers by any applicable rules or employees will notregulations of a national or foreign securities exchange or the NASD upon the advice of counsel, without the prior written consent of the Companyother party; provided that any such information may be disclosed to a party's financial advisors, disclose accountants, counsel and other representatives, as may be appropriate or required in connection with the transactions contemplated hereby, but only if such persons shall be specifically informed by such party of the confidential nature of such information and agree to comply with the restrictions contained herein. The agreements contained in this Section 5.03(d) do not apply to information that (1) is or becomes generally available to the public other than as a result of a disclosure by a receiving party or its representatives, (2) can be demonstrated to have been known to the receiving party on a non-confidential basis prior to its receipt, (3) becomes available to a party on a non-confidential basis from a source not bound by any duty of confidentiality to the other party, or (4) is independently developed by a receiving party without reference to any Person confidential information. If any non-public information concerning the business or affairs of the Company party or any of its Affiliates acquired respective representatives becomes required by law (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) or otherwise become required to disclose any confidential information or material the recipient party will provide the disclosing party with prompt prior written notice of such requirement so that the disclosing party may seek a protective order or other remedy, or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if the disclosing party is required to waive compliance with the provisions hereof, the recipient party will furnish only that portion of the confidential information or material which it is advised by written opinion of counsel is legally required and exercise all reasonable efforts to obtain assurance that confidential treatment, if available, will be accorded such confidential information or material. (e) No investigation pursuant to this Section 5.03 shall affect, add to, or subtract from any director, officer representations or employee warranties of the Company parties hereto or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, conditions to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respecthereto to effect the Acquisition. (f) During the period from the Effective Date of this Agreement to the Closing Date, LBSH shall permit the Selling Companies and their authorized representatives to consult with LBSH's underwriters regarding the status of the offer and sale of the LBSH Stock to fund the Acquisition.

Access to Information. (a) From Buyer shall (and after shall cause the date Company to) hold all the Books and Records of the Company thereof existing on the Closing Date and not to destroy or dispose of and until the seventh anniversary any such Books or Records for a period of the date of seven years from the Closing, and thereafter, if it desires to destroy or dispose of such Books and Records, to offer first in writing at least ninety (90) days prior to such destruction or disposal to surrender them to the applicable Seller. During that seven year period, Buyer shall (and shall cause the Company to), during normal business hours, upon reasonable notice, make available and provide the Sellers and their representatives (including counsel and independent auditors and the Seller Representative) with access to the facilities and properties of the Company and to all information, files, documents and records (written and computer) that are not otherwise protected by legal privilege relating to the Company or the Business or operations for any and all periods prior to or including the Closing Date that it may require with respect to any reasonable business purpose (including, without limitation, any Tax matter) or in connection with any Proceeding of any kind by or against any Person, and shall (and shall cause the Company to) cooperate fully with the Sellers and their representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of such Seller, including by making Tax, accounting and financial personnel and other appropriate employees and officers of the Company available to the Sellers and their respective representatives (including counsel, independent auditors and the Seller Representative), with regard to any reasonable purpose business purpose. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor the Company shall be required to disclose any information to Sellers if such disclosure would: (A) jeopardize any attorney-client privilege; or (B) violate any Applicable Law or breach any confidentiality agreement or fiduciary duty; provided, that each of the Company, Buyer and the Sellers will use its commercially reasonable efforts, consistent with market practice, to make appropriate substitute disclosure arrangements such that the foregoing restrictions shall not apply. (b) For a period of seven years after the Closing Date or, if greater, the applicable period specified in the Company’s applicable document retention policy, Sellers shall, and shall cause their Affiliates in connection with the Business, to, (i) retain the Books and Records relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate Business relating to periods prior to and including the date of Closing Date, to the Closing) or extent not included in the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsAssets, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (ii) upon reasonable notice, afford Buyer or its representatives reasonable access, at their sole expense (including the attorney-client privilegeright to make, at Buyer’s sole expense, photocopies), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company such Books and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite Records for any reasonable purpose in connection with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to or affected by the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business operations of the CompanyBusiness on or prior to the Closing Date. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Company Sellers shall not be required to disclose any information to Seller Buyer or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company if such disclosure would: (A) jeopardize any attorney-client privilege; or (B) violate any of its Affiliates Applicable Law or breach any confidential confidentiality agreement or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarterfiduciary duty; provided, that if each of the Company Company, Buyer and the Sellers will be unable to provide such information within five business days after using use its commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith consistent with Group, if requestedmarket practice, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from make appropriate substitute disclosure arrangements such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does foregoing restrictions shall not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectapply.

Access to Information. After the date hereof until the Final Closing and subject to applicable Law and the Confidentiality Agreement, dated as of June 18, 2014 between the Buyer and Excel Holding (the "Confidentiality Agreement"), the Buyer and the Seller shall (a) From and after the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group give each other and their respective representatives to have reasonable accesscounsel, financial advisors, auditors and other authorized representatives, upon reasonable notice and during normal business hoursnotice, reasonable access to the Company offices, properties, books and all relevant books, records and documents of the Company (including computer records archives Buyer, the Seller and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company Subsidiaries, as Seller or Group may from time to time reasonably request that are reasonably related to such purposesapplicable; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives any such access shall be given reasonable access, upon reasonable notice and conducted during normal business hours, hours in a manner not to executive officers interfere with the businesses or operations of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contraryBuyer, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees thatSubsidiaries, following the Closingas applicable, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notand, without the prior written consent of the Companyother applicable party, disclose to any Person any non-public information concerning the business or affairs none of the Buyer, nor the Seller nor any of their Affiliates will contact any employee, customer, landlord, supplier, distributor or other material business relation of the other party or its Subsidiaries (in each case, in their capacity as such) prior to the Final Closing (other than contacts (i) in the ordinary course of business unrelated to the transactions contemplated hereby or (ii) by the Buyer or its Subsidiaries in connection with any Chartered Company or any of its Affiliates acquired from any directorVessel that is transferred to a Buyer SPV or the Buyer Borrower, officer or employee as applicable, hereunder), (b) furnish to each other and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the ClosingBuyer, the Company will Seller and their respective Subsidiaries to cooperate diligently with the Seller, the Buyer and in good faith with Grouptheir respective Subsidiaries, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stockas applicable, in whole or the matters described in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect clauses (a) and (b) above. Notwithstanding anything to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchaserscontrary in this Agreement, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing no party shall be substantially required to provide such access or disclose any information if doing so is reasonably likely to (A) result in the form ofa waiver of attorney-client privilege, and in no event more burdensome work product doctrine or similar privilege or (B) violate any contract to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that which it is a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% party to which it is subject or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectapplicable Law.

Access to Information. (a) From and after the date of the Closing of and hereof until the seventh anniversary Effective Time (or termination of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilegeAgreement), the Company shall permit Seller give Parent, its counsel, financial advisors, auditors and Group other authorized Representatives full access at reasonable times to the offices, properties, permits, files, books and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to records of the Company and all relevant booksits Subsidiaries, records will furnish to Parent, its counsel, financial advisors, auditors and documents other authorized Representatives such financial and operating data and other information as such Persons may reasonably request and will instruct the Company’s employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company (and its Subsidiaries, including computer records archives and documents stored offsite in connection with any vendors) environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall furnish to Seller affect any representation or Group or any of their respective Affiliates such financial and other information regarding warranty given by the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller Parent hereunder and Group and their respective representatives nothing herein shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of require the Company or any of its Affiliates Subsidiaries to disclose any confidential information that would cause a violation of law or proprietary information. (b) The Company agrees that, following the Closing, for so long any confidentiality agreement in effect as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stockdate of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of the confidentiality agreement previously executed by or on behalf of Parent and the Company will make available to Seller and Group (the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof“Confidentiality Agreement”); provided, however, that following notwithstanding anything to the Closingcontrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Company will cooperate diligently and Offer to Purchase, the other Offer Documents or the Proxy Statement any information that is required by law to be disclosed therein in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements connection with the Company, which for purchase of Shares or the first year after the date solicitation of the Closing shall be substantially proxies in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith connection with the CompanyOffer and the Merger, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectrespectively.

Access to Information. (a) From and after Subject to the date terms of the Closing of Confidentiality Agreement and until other confidentiality obligations and similar restrictions that may be applicable to information furnished to any Group Company by third parties that may be in the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of SellerCompany’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of its Subsidiaries’ possession from time to time, during the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorneyPre-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable accessClosing Period, upon reasonable notice and during normal business hours, the Group Companies shall, and shall cause the directors, officers, employees, agents and representatives of each Group Company to, (i) afford the directors, officers, employees and authorized agents and representatives of Parent reasonable access to the Company offices, properties, books and all relevant books, records and documents of the Company Group Companies, and (including computer records archives and documents stored offsite with any vendorsii) and shall furnish to Seller or Group or any the directors, officers, employees and authorized agents and representatives of their respective Affiliates Parent such additional financial and operating data and other information regarding the assets, properties and business of any Group Company as Seller or Group Parent may from time to time reasonably request that are reasonably related in order to such purposesassist Parent in fulfilling its obligations under this Agreement and to facilitate the consummation of the transactions contemplated by this Agreement; provided, however, that (A) any such access shall be conducted in such a manner as not to interfere unreasonably with the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and the business conducted by any Group and their respective representatives Company; (B) any intrusive environmental tests or assessments sought to be performed on any Leased Real Property (including any tests that involve drilling, excavation or the collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers require the prior written consent of the Company that (which consent shall not be unreasonably withheld, conditioned, or delayed); (C) Parent or any of its representatives shall not contact or have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business any discussions with any of the Company. Notwithstanding anything herein landlords/sub-landlords, tenants/subtenants, customers or suppliers of any Group Company without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed); (D) Parent shall be responsible for any damage to the contraryany Leased Real Property or any other assets or property of any Group Company caused by Parent or any of its representatives; (E) except as required by applicable Law, the Company shall not be required to (or cause any of the Company’s Subsidiaries to) disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily related to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices sale of the Company or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Company or its Affiliates representatives’ evaluation thereof, including projections, financial or other information related thereto; and (F) the Company shall not be required to (or cause any confidential of the Company’s Subsidiaries to) so confer, afford such access or proprietary informationfurnish such copies or other information (1) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Group Company is a party, (2) that is competitively sensitive, or (3) the disclosure of which would reasonably be expected to result in the loss of attorney-client privilege, provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege. (b) The Company agrees that, For a period of seven (7) years following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to preserve and keep, or cause to be preserved and kept, all original books and records in respect of any Group Company in the possession of Parent, the Surviving Corporation, its Subsidiaries, or their respective Affiliates. The Equityholders’ Representative, upon reasonable notice and for so long as Group has beneficial ownership of less than 50% but equal any reasonable business purpose and at the Equityholders’ Representative’s own cost and expense, shall have access during normal business hours to or greater than 20% examine, inspect and copy such books and records. At the sole cost and expense of the Company’s Common StockEquityholders’ Representative, Parent, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it Surviving Corporation and its Affiliates Subsidiaries shall provide the Equityholders’ Representative with, or cause to be provided to the Equityholders’ Representative, such original books and their respective directors, officers or employees will not, without records as the prior written consent of Equityholders’ Representative shall reasonably request in connection with any Action to which the Company, disclose to any Person any non-public information concerning the business or affairs of the Company Equityholders’ Representative or any Equityholder is a party or in connection with the requirements of its Affiliates acquired from any director, officer or employee of Law applicable to the Company Equityholders’ Representative or any Equityholder. After the seven (7) year anniversary of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as extent that any such prospective purchaser agrees books or records relate to enter into customary confidentiality and standstill agreements with the CompanyTaxes, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in Equityholders’ Representative under Section 6.9 or any material respectthen-pending indemnification claims under Article IX, before Parent, the Surviving Corporation, its Subsidiaries or any of their respective Affiliates shall dispose of any of such books and records, Parent or the Surviving Corporation shall give at least thirty (30) calendar days’ prior written notice of such intention to dispose to the Equityholders’ Representative, and the Equityholders’ Representative shall be given an opportunity to remove and retain all or any part of such books and records as the Equityholders’ Representative may elect. The Equityholders’ Representative shall treat confidentially any nonpublic information about the Surviving Corporation that it obtains under this Section 6.2(b).

Access to Information. (a) From Subject to Section 6.1(b), Seller shall afford to Purchaser and after its Affiliates and its and their respective Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law (including, for the date avoidance of doubt, applicable Data Protection Requirements) in furtherance of the Closing of and until the seventh anniversary consummation of the date of Transaction in accordance with the procedures reasonably established jointly by Seller and Purchaser, during the period prior to the Closing, in connection with any reasonable purpose relating to the operation and solely for purposes of Seller’s or Group’s respective business prior to the date of the Closing or integration planning and transitioning the ownership of the Shares Business and the Transferred Entities to Purchaser, to the applicable Business Employees, properties, books, Contracts and records of the Transferred Entities; provided that Seller shall only be obligated to provide access or make available such files, books, records and other materials (A) in the format they exist in Seller's or its Affiliates' files, and (B) subject to redaction of information that is not related to the Business or as required by Law or contractual confidentiality obligation, and prior to the date Closing Date, Purchaser shall not conduct any invasive testing or any sampling of soil, surface or subsurface strata, sediment, surface water, groundwater, stormwater, soil vapor, building material or other environmental media at, on, under or within any property of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Transferred Entities or any of their respective Affiliates without Seller's prior written consent in Seller’s sole discretion; provided that, Phase I environmental site assessments which do not include any sampling or testing of any kind shall be permitted. (b) Purchaser agrees that any investigation undertaken pursuant to the access granted under this Agreement Section 5.4(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business (or any other business of Seller or any of its Affiliates) and in a manner that complies with applicable Laws (including, for the Related Agreementsavoidance of doubt, applicable Data Protection Requirements), and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the employees, customers or suppliers of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information if, on the advice of counsel, doing so would result in the loss of the ability to successfully assert attorney-client privilege or violate any applicable Law or contractual obligations, or such information concerns the valuation of the Business or the process in which Seller and its Affiliates have engaged in connection with a (c) At and after the Closing (except as determined in good faith to be appropriate the extent relating to ensure Tax matters, access, cooperation and procedures with respect to which are governed exclusively by Article VI), (x) Purchaser shall, and shall cause the Transferred Entities to, provide Seller, its Affiliates and their respective Representatives, reasonable access during normal business hours to copies of books, Contracts and records of the Business and the Transferred Entities to the extent that such books, Contracts and records relate to the conduct of the Business prior to the Closing for any reasonable business purpose (other than any commercial purpose), including to the extent reasonably relevant to financial and accounting matters, to complete any audits, reporting obligations, defenses of third-party claims and compliance with any applicable laws Laws, in each case, affecting Seller and its Affiliates in respect of the conduct of the Business prior to the Closing, and (y) subject to any applicable privileges Section 6.1(b), Seller shall, and shall cause its Affiliates to, provide Purchaser, its Affiliates (including the attorney-client privilege), the Company shall permit Seller and Group Transferred Entities) and their respective representatives to have Representatives, reasonable access, upon reasonable notice and access during normal business hourshours to copies of books, Contracts and records of the Business and the Transferred Entities to the extent that such copies of such books, Contracts and records relate to the conduct of the Business prior to the Closing and remain in the possession of Seller and such Affiliates for any reasonable business purpose (other than any commercial purpose), including to the extent reasonably relevant to financial and accounting matters, to complete any audits, reporting obligations, defenses of third-party claims and compliance with applicable Laws, in each case, affecting Purchaser or the Company and all relevant books, records and documents Transferred Entities in respect of the Company (including computer records archives and documents stored offsite with conduct of the Business prior to the Closing; provided that nothing in this Agreement shall limit any vendors) and shall furnish to Seller of Seller's or Group Purchaser's or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesAffiliates' rights of discovery; provided, howeverprovided further, that the foregoing do not unreasonably disrupt the Company’s operation in respect of its business. Seller any Proceeding between Purchaser and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates Affiliates, on the one hand, and Seller and any confidential or proprietary informationof its Affiliates, on the other hand, the applicable rules of discovery (and not this Section 5.4(c)) shall apply. (bd) The Company agrees thatNotwithstanding anything to the contrary in this Section 5.4, following no Party shall be deemed to have breached this Section 5.4 if such party cannot provide to the Closingother party access of the other party pursuant to this Section 5.4 as a result of COVID-19 or the COVID-19 Measures or any other pandemic, epidemic or disease outbreak; provided that for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stockany applicable COVID-19 Measures are in effect, the Company will make available to Seller providing party shall, and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare shall cause its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoingSubsidiaries to, the Company shall use commercially reasonable efforts to provide Seller access to the receiving party and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterits Representatives under this Section 5.4 through virtual or other remote means. (ce) Except for Tax Returns and other documents governed by Article VI, ▇▇▇▇▇▇▇▇▇ agrees to hold all the books and records related to financial and accounting matters of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of six years from the Closing Date or such longer time as may be required by lawLaw, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Groupthereafter, if requestedit desires to destroy or dispose of such books and records, to facilitate the sale of the Remaining Shares of the Company’s Common Stockoffer first in writing at least 60 days prior to such destruction or disposition to surrender them to Seller. (f) Seller may, in whole a manner that is in compliance with applicable Data Protection Requirements and that does not otherwise adversely impact the Business IT Assets or in partthe Business (including the irrevocable erasure of material Business Product Data), to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect (i) erase any and all data and/or software from the Business IT Assets solely to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available extent necessary to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.prevent unauthorized

Access to Information. (a) From and after During the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Interim Period, the Company shall permit Seller (i) give Parent and Group its Affiliates, counsel, financial advisors, auditors, employees, agents and their respective other representatives reasonable access to have reasonable accessthe offices, upon reasonable notice properties, employees, books and during normal business hoursrecords and Contracts of the Company and its Subsidiaries, (ii) furnish to Parent such financial and operating data and other information relating to the Company Group as Parent may reasonably request and all relevant books(iii) cooperate, records and documents instruct the employees, counsel and financial advisors of the Company (including computer records archives and documents stored offsite its Subsidiaries to cooperate reasonably, with any vendors) and shall furnish to Seller or Group or any Parent in its investigation of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesGroup; provided, however, that the foregoing do not unreasonably disrupt Company may restrict or otherwise prohibit access to such documents or information to the Company’s operation extent that access to such documents or information would give rise to a material risk of its business. Seller and Group and their respective representatives shall be given reasonable accesswaiving any attorney-client privilege, upon reasonable notice and during normal business hours, work product doctrine or other privilege applicable to executive officers such documents or information or would violate any applicable Law or Contract to which any member of the Company that have management or oversight responsibility for matters relating to the matters set forth aboveGroup is party; provided that, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contraryeach case, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices inform Parent of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% nature of the Company’s Common Stock, the Company will make available to Seller documents or information being withheld and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; providedmake alternative arrangements that would allow Parent (and/or its Affiliates, that if the Company will be unable to provide such information within five business days after using commercially reasonable effortscounsel, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by lawfinancial advisors, regulation or legal or judicial processauditors, Group agrees that it and its Affiliates and their respective directorsemployees, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer agents and other senior officers reasonably available representatives) to address inquiries from access such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% documents or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Groupinformation; and provided, further, however, that no information or knowledge obtained in any investigation conducted pursuant to the access contemplated by this Section 6.3 shall affect or be deemed to modify any representation or warranty of the Company will negotiate set forth in this Agreement or otherwise impair the terms ofrights and remedies available to Parent or Merger Sub hereunder. Any investigation pursuant to this Section 6.3(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company Group. (b) After the Closing Date, Parent shall, and requested modifications shall cause its Affiliates, including the Company to, until the form [*****] anniversary of confidentiality agreement the Closing Date, use its and standstill agreement attached hereto their commercially reasonable efforts to retain all books, records and other documents pertaining to the business of the Company in existence on the Closing Date, and to make the same available for inspection and copying by the Equityholder Representative (at the Company Equityholders’ expense) during normal business hours, upon reasonable written request and upon reasonable written advanced notice as Exhibit J may be reasonably required by the Equityholder Representative in good faith with any prospective purchaser who negotiates in good faith connection with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations preparation or review of the parties thereto in Company’s or any material respectof its Affiliates’ Tax Returns, any Tax audits or related Tax litigation.

Access to Information. (a) From and after the date of the Closing of and until the seventh anniversary of the date of the ClosingSeller agrees that, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date Closing Date, Purchaser shall be entitled, through its Representatives (including, its legal advisors, accountants, financiers, and financier’s counsel), to make such reasonable investigation of the Closing or Business, the ownership Transferred Assets, the BPP Retained Assets, the Assumed Liabilities, the BPP Agreed Liabilities, the BPP Excluded Assets and BPP Indemnified Liabilities and such examination of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents financial condition of BPP and the Business as it reasonably requests and to make extracts and copies of such books and records, in each case pursuant to the terms and conditions of the Company Confidentiality Agreement (including computer records archives as modified by the terms and documents stored offsite with any vendors) and shall furnish to Seller or Group or any conditions of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesthis Agreement); provided, however, that no Seller Entity is under any obligation to disclose to Purchaser or its Representatives (or to cause BPP to disclose to Purchaser or its Representatives) (i) any information the foregoing do not unreasonably disrupt disclosure of which is restricted by Law, (ii) any information that would materially jeopardize, in the Company’s operation reasonable opinion of its business. Seller and Group and their respective representatives shall be given reasonable accessSeller, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating any privilege available to the matters set forth aboveSeller Entities or BPP, including (iii) any information that would cause the use of such individuals as witnesses Seller Entities or BPP to breach in hearings any material respect a confidentiality obligation to which it is bound, or trials(iv) any confidential personnel records or data; provided, further, however, that Seller shall be entitled to require reasonable additional protections, including through redaction of documents or additional agreements from or restrictions on personnel with access, where it believes in good faith that that the foregoing does not unreasonably disrupt same are necessary to protect confidential information from potential use by a competitor; and provided, further, however, that the business Seller Entities shall, and Seller shall cause BPP to, use their respective commercially reasonable efforts to mitigate the effects of the Companyrestrictions addressed in clauses (ii) and (iii) above and shall take all such reasonable measures (including instructing their respective counsel in the relevant proceeding to consult with Purchaser’s counsel, entering into one or more joint defense or common interest agreements with Purchaser and seeking waivers of the applicable confidentiality agreement) to permit the greatest possible disclosure of information to Purchaser and/or its counsel consistent with the preservation of privilege or the applicable confidentiality obligation. Notwithstanding anything herein the foregoing, if any provision of this Agreement (including Section 7.10) specifies the scope and nature of Purchaser’s investigation with respect to a particular matter, Purchaser’s investigation shall be governed by such provision and not this Section 7.1. For the avoidance of doubt, prior to the contraryClosing, Seller agrees to make available to Purchaser’s finance department access to Seller’s credit managers, historical payment information and credit lines information with respect to the Business, in lieu of access to credit review and analysis with respect to the Business. Any investigation and examination hereunder shall be conducted during regular business hours and under reasonable circumstances, and the Seller Entities shall, and Seller shall cause BPP to, cooperate reasonably therein. No investigation by Purchaser prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Seller Entities contained in this Agreement or the Seller Documents. In order that Purchaser may have the opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of the Seller Entities or BPP, the Company Seller Entities shall, and Seller shall not be required to disclose to Seller or Group or cause BPP to, cause their respective representatives any confidential or proprietary information not relating primarily Representatives to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationprovide reasonable cooperation with such Representatives in connection with such review and examination. (b) The Company agrees thatSeller’s obligations described in Section 7.1(a) shall include the obligation to, following and the ClosingSeller Entities shall, for so long as Group has beneficial ownership of less than 50% but equal and Seller shall cause BPP to, provide all reasonable cooperation and assistance to or greater than 20% Purchaser in connection with its arrangement of the Companyfinancing transactions contemplated by Purchaser to pay the Purchase Price, including facilitating customary due diligence by Purchaser’s Common Stockfinancing sources and their Representatives, the Company will make available participation in meetings and providing access to Seller documents and Group the information financial reports as may be reasonably requested by Group Purchaser and required under generally accepted accounting principles its Affiliates, all subject to enable Group the Confidentiality Agreement and the terms and conditions of this Agreement applicable to prepare its financial statements using the equity method accounting Purchaser’s investigation. The Seller Entities shall, and Seller shall cause BPP to, use commercially reasonable efforts to cooperate with respect to its ownership interest in the Company. Without limiting the generality of the foregoingand assist, the Company and shall use commercially reasonable efforts to provide cause the independent accountants for the Seller Entities and Group with an estimate of the Company’s quarterly consolidated net income BPP to, cooperate and shareholders’ equity no later than five business days after the last day of each fiscal quarter; providedassist Purchaser, that if the Company will be unable to provide its Affiliates and their Representatives in preparing such information within five business days after using commercially reasonable effortspackages and offering materials as the Purchaser’s lenders, underwriters or other financing sources may reasonably request (collectively, the Company will notify Group “Offering Materials”) for use in connection with the offering and/or syndications of debt securities, loan participations and will continue to use other matters in connection with the financing transactions (the “Offerings”), including using commercially reasonable efforts to (i) make senior management and other Representatives of the Business and BPP available (at mutually agreeable times) to participate in meetings with prospective investors, participate in “road shows” in connection with any such Offerings and participate in meetings with rating agencies and causing the present independent accountants for the Business and BPP to participate in drafting sessions related to the preparation of the Offering Materials and make work papers available to the Purchaser and its Affiliates, the underwriters and their respective Representatives; (ii) engage Ernst & Young LLP for and cooperate in the preparation of an audited (A) balance sheet for the fiscal years ended January 3, 2004 and December 28, 2002, and (B) statements of cash flows and income for the fiscal year ended January 3, 2004, in each case, of the Business, (iii) assisting in real estate title and related security documentation in connection with any secured financing; and (iv) provide such other information and assistance as the Purchaser’s lenders and/or underwriters and their respective Representatives may reasonably request in connection therewith. Purchaser shall reimburse the Seller Entities and BPP for all reasonable and documented out of pocket Expenses (including the Expenses incurred in connection with the audit described above) incurred by the Seller Entities or BPP in connection with their compliance with the provisions of this clause (b). The provisions of this clause (b) shall not expand the Seller Entities’ Liabilities under this Agreement or any Ancillary Agreement or require any Seller Entity or Affiliate or Representative thereof to incur any Liability or Loss not otherwise agreed to hereunder, disclose any information except as provided in this Agreement or any Ancillary Agreement, or make any representations, warranties or indemnities or deliver any agreements with or certificates or similar documents to any of Purchaser’s financing sources or Purchaser or any of its Affiliates. (c) Prior to the Applicable Time, Seller and Group as soon as practicable and shall cause to be delivered to Purchaser financial statements for the Business for each fiscal month in any event no later than 10 business days the form kept by Seller in the Ordinary Course of Business, commencing with the month that includes the date hereof, within five (5) Business Days after the last day of such fiscal quarter. month. In addition, prior to the Applicable Time, Seller shall cause to be delivered to Purchaser financial statements for the Business including consolidated balance sheets, statements of income, stockholders’ equity and cash flows for the quarter ended April 3, 2004 and each quarter thereafter in a format not materially different than the format presented in the January 3, 2004 audited financial statements. However, the quarterly financial statements will not provide footnote disclosures. Prior to the Applicable Time, such quarterly financial statements will be provided within (ci) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without forty-five (45) days after the prior written consent last day of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence fiscal quarter end with respect to the Company consolidated balance sheets, statements of income and by making the Company’s Chief Executive Officer stockholders’ equity and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year (ii) fifty (50) days after the date last day of the Closing shall be substantially in the form of, and in no event more burdensome fiscal quarter end with respect to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares statement of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectcash flows.

Access to Information. (a) From and after the date Execution Date until the earlier of the Closing and the termination of and until the seventh anniversary this Agreement in accordance with Section 3.4, each of the date Sellers shall afford the officers, directors, employees, auditors and other agents and representatives of the Purchaser (such people, with respect to any Seller or the Purchaser, as applicable, the “Representatives”) access, during normal business hours and upon advance written notice to (a) the employees, the properties, offices and other facilities of the Sellers and, (b) to the extent not prohibited by Law, all books and records, facilities, Contracts and all financial, operating and other data and information, with respect to the Business that are in the possession of the Sellers, in each case, as the Purchaser may reasonably request in order for Purchaser and its Representatives to access such information regarding Sellers as is reasonably necessary in order to consummate the transactions contemplated by this Agreement. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to interfere in the conduct of the business of the Sellers prior to the Closing, nothing in connection with this Section 8.2 will require Sellers to provide access, or to disclose any reasonable purpose relating information, if such access or disclosure (w) would cause significant competitive harm to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Sellers or any of their respective Affiliates under Subsidiaries if the transactions contemplated by this Agreement or any of are not consummated, (x) would require the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Sellers or any of its Affiliates Subsidiaries to disclose any confidential financial or proprietary informationinformation of or regarding their Affiliates (other than the Sellers and their Subsidiaries) or otherwise disclose information regarding the Affiliates of Sellers (other than their Subsidiaries) that Sellers deem to be commercially sensitive, (y) would waive any legal privilege, or (z) would be in violation of applicable Laws (including the HSR Act and foreign competition laws) or the provisions of any agreement to which any Seller or any of its Subsidiaries is bound or would violate any fiduciary duty. (b) The Company agrees thatinformation provided pursuant to this Section 8.2 will be used solely for the purpose of consummating the transactions contemplated hereby, following and will be governed by all the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% terms and conditions of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality confidentiality provisions of the foregoing, DIP Credit Agreement and the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate TLA Credit Agreement. None of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after Sellers makes any representation or warranty as to the last day accuracy of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Groupinformation, if requestedany, provided pursuant to facilitate this Section 8.2, and Purchaser may not rely on the sale accuracy of the Remaining Shares of the Company’s Common Stockany such information, in whole or in parteach case, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to than the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectExpress Representations.

Access to Information. The Company and each of its subsidiaries shall (ai) From afford the Backstop Parties and after their respective representatives, upon the reasonable request and notice of at least three (3) Business Days and no more than once every two (2) week period from the date hereof until the Plan Effective Date, a status call with senior management of the Closing of Company and until its subsidiaries and (i) during such period, furnish promptly to such parties all reasonable information concerning the seventh anniversary of Company and its subsidiaries’ business and properties as may reasonably be requested by any such party, such information to be consistent with the date of the Closing, in connection with any reasonable purpose relating information required to be provided pursuant to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Junior and Senior DIP Credit Agreements, and except as determined directly related to a stated purpose for such request, provided that the foregoing shall not require the Company (x) to permit any inspection, or to disclose any information, that in good faith the reasonable judgment of the Company would cause the Company to be appropriate violate any of its obligations with respect to ensure compliance with confidentiality to a third party, (y) to disclose any legally privileged information of the Company, or (z) to violate any applicable laws Laws or orders. The Backstop Parties shall, and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group cause their affiliates and their respective representatives to have reasonable accessto, upon reasonable notice treat and during normal business hours, to the Company and hold as confidential all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller such information exchanged or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of made available by the Company or any of its Affiliates subsidiaries pursuant to this Section 7(j), except to the extent (A) such information becomes generally available to the public other than as a result of a breach of the terms of this Section 7(j) by the Backstop Parties or their affiliates or representatives, (B) such information is or has previously been disclosed to the Backstop Parties or their affiliates or representatives on a non-confidential basis by a third party; provided that such third party was not breaching an obligation of confidentiality to the Company or its subsidiaries that was known after reasonable inquiry by the Backstop Parties or their affiliates or their representatives, (C) such information was independently developed by the Backstop Parties or their subsidiaries or their representatives without violating any confidential or proprietary information. (bof their obligations under this Section 7(j) The Company agrees thatand without use of, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal reference to or greater than 20% reliance on any information provided subject to the terms of this Section 7(j), or (D) the Company’s Common Stock, the Company will make available Backstop Parties or their affiliates or representatives are compelled to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide disclose such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and by judicial or administrative process or by other requirements of applicable Law. Nothing in any event no later than 10 business days after the last day of such fiscal quarter. this clause (ci) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of shall require the Company or any of its Affiliates acquired from subsidiaries to issue any director“cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Backstop Party to transfer any security of, officer or employee of claim or interest in, the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectsubsidiaries.

Access to Information. ‌ (a) From and after the date of the Closing of and hereof until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (or the earlier termination of this Agreement pursuant to Article VIII), the Sellers will (x) provide Purchaser and its authorized Advisors with reasonable access to, and upon reasonable advance notice and during regular business hours, furnish reasonably promptly, such information concerning the Acquired Business, the Acquired Assets and/or the Assumed Liabilities, including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior such financial, operating and other data and information related to the date of Acquired Business, the Closing) or Acquired Assets and/or the rights or obligations of Seller or Group Assumed Liabilities, as Purchaser or any of their respective Affiliates under this Agreement or any its representatives may reasonably request and (y) instruct the representatives of the Related AgreementsCompany and its Subsidiaries to cooperate to provide the access contemplated by the foregoing clause (x); provided that (i) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, and except (ii) such access will occur in such a manner as determined in good faith the Company reasonably determines to be appropriate to ensure compliance with any applicable laws and subject protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access will be directed to any applicable privileges (including the attorney-client privilege), ▇▇▇ ▇▇▇▇▇▇ or such other Person(s) as the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may designate in writing from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of (iv) nothing herein will require the Company that have management to provide access to, or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose any information to, Purchaser if such access or disclosure (A) would waive any legal privilege or (B) would be in violation of applicable Laws or the provisions of any agreement to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of which the Company or any of its Affiliates Subsidiaries is bound or would violate any confidential or proprietary information. (b) The Company agrees fiduciary duty; provided that, following in the Closing, for so long as Group has beneficial ownership of less than 50% but equal to event that the Company withholds access or greater than 20% of information in reliance on the Company’s Common Stockforegoing clause (A) or (B), the Company will make available shall provide (to Seller the extent possible without waiving or violating the applicable agreement, legal privilege or Law) notice to Purchaser that such access or information is being so withheld and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller such access or information in a way that would not risk waiver of such legal privilege or applicable Law. (b) The information provided pursuant to this Section 6.2 will be used solely for the purpose of effecting the transactions contemplated hereby, and Group with an estimate will be governed by all the terms and conditions of the Company’s quarterly consolidated net income Confidentiality Agreement, which Confidentiality Agreement shall not terminate upon the execution of this Agreement notwithstanding anything to the contrary therein; provided that the Confidentiality Agreement shall terminate upon the Closing in accordance with its terms. Purchaser will, and shareholders’ equity no later than five business days after will cause its Advisors to, abide by the last day terms of each fiscal quarter; provided, that if the Confidentiality Agreement with respect to such access and any information furnished to Purchaser or any of its Advisors. Neither the Company will be unable nor any of Sellers makes any representation or warranty as to provide the accuracy of any information, if any, provided pursuant to this Section 6.2, and Purchaser may not rely on the accuracy of any such information within five business days after using commercially reasonable effortsinformation, in each case, other than the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterExpress Representations. (c) Except as required by lawWithout limiting Section 9.3, regulation or legal or judicial processfrom and after the Closing for a period of three (3) years following the Closing Date (or, Group agrees that it and its Affiliates if later, the closing of the Bankruptcy Case), Purchaser will provide Sellers and their respective directorsAdvisors with reasonable access, officers during normal business hours, and upon reasonable advance notice, to books and records relating to the Acquired Business, Acquired Assets and Assumed Liabilities with respect to periods or employees occurrences prior to the Closing Date. Unless otherwise consented to in writing by the Company, Purchaser will not, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any such books and records without first offering to surrender to the Company such books and records or any portion thereof that Purchaser may intend to destroy, alter or dispose of. From and after the Closing, Purchaser will, and will cause its employees to provide Sellers with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to locate documents or information related to preparation of Tax Returns or prosecution); provided that any out-of-pocket cost and expense incurred by Purchaser as a result of providing such assistance, support and cooperation shall be at the sole cost and expense of Sellers; provided further that Purchaser shall inform Sellers of, and obtain Sellers’ written consent prior to incurring, any such cost and expense and, in the absence of the receipt of such prior written consent from Sellers, shall not be deemed to have breached its obligation under this sentence solely by virtue of not having provided the requested assistance, support or cooperation to which Sellers have not consented. (d) Purchaser will not, and will not permit any member of the Purchaser Group to, contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, licensee, licensor, distributor, noteholder or other material business relation of the Company or its Subsidiaries prior to the Closing with respect to the Company, its Subsidiaries, their business or the transactions contemplated by this Agreement without the prior written consent (which may be via email) of the Company, disclose to any Person any non-public information concerning the business ▇▇▇ ▇▇▇▇▇▇ or affairs of such other Person(s) as the Company or any of its Affiliates acquired may designate in writing from any director, officer or employee of the time to time. The Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in shall use good faith with Group, if requested, efforts to facilitate the sale of the Remaining Shares introduce Purchaser to third party vendors in respect of the Company’s Common Stockloyalty/rewards and credit cards programs. (e) Without limiting Section 6.2(c), from and after the Closing Date, the Company shall not and shall cause the other Seller Parties not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors, managers, Advisors and employees of Purchaser or its Affiliates or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser or its Affiliates, any Confidential Information or Trade Secret, in whole each case which is used exclusively in the Acquired Business or, if not used exclusively in the Acquired Business, any such disclosure, revealing, divulgence, or communication shall be only in part, the ordinary course of business of the Excluded Business or the Going Out of Business Sale. The Seller Parties shall not have any obligation to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law. To the extent practical and legally permissible, the applicable Person shall notify Purchaser of its intention to make such disclosure and provide a list of the Confidential Information that such Person intends to disclose prior to making such disclosure. The Company and by making the Company’s Chief Executive Officer its Subsidiaries agree to cooperate with Purchaser so that Purchaser may seek, at its sole cost and other senior officers reasonably available to address inquiries from such prospective purchasersexpense, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectan appropriate protective order.

Access to Information. (a) From Subject to Applicable Laws and after the date terms of the Confidentiality Agreement, upon the reasonable request of Purchaser, during the Pre-Closing of Period, Seller shall, and until shall cause the seventh anniversary other members of the date Seller Group to, afford Purchaser and its Representatives, reasonable access to (i) the agents, properties, personnel, Contracts and books and records of the Closing, in connection with any reasonable purpose Seller Group relating to the operation Purchased Assets, and (ii) all other information concerning the Business, properties, Identified Employees and Identified Contractors of the Seller Group as Purchaser may reasonably request; provided that (A) all requests from Purchaser or its Representatives shall be directed exclusively to Seller’s chief executive officer or Group’s respective business prior chief financial officer, and (B) Purchaser and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the date conduct of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Business; provided further that Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to provide access to or disclose to any information if such access or disclosure (I) would result in the waiver of any attorney-client privilege of any member of the Seller or Group or their respective representatives violate any confidential Applicable Law or proprietary information not relating primarily the terms of any Contract to which any member of the purposes set forth above Seller Group is a party to, or (II) would reasonably be expected to permit jeopardize the health and safety of any Representative of the Seller Group, including in light of any pandemic or epidemic, or any protests, riots, demonstrations or public disorders (including any escalation or worsening thereof) or any measures taken by the Seller Group or their respective representatives any Governmental Authority in light of such protests or other public disorders; in each case of clauses (I) and (II), Seller shall use its commercially reasonable efforts to copy develop an arrangement or remove from make available the properties applicable information or offices of a portion thereof in a manner that would not violate the Company or any of its Affiliates any confidential or proprietary informationforegoing clauses (I) and (II). (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal No information or knowledge obtained in any investigation pursuant to this Section 6.1 or greater than 20% of the Company’s Common Stockotherwise shall affect or be deemed to modify any representation or warranty contained herein, the Company will make available conditions to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in Parties to consummate the Acquisition or any material respectright of Purchaser Indemnified Persons to indemnification under Section 9.

Access to Information. (a) From and after the date of this Agreement until the Closing Closing, upon reasonable notice, the Sellers shall, and shall cause each other member of the Seller Group and each of their respective Representatives, accountants and counsel to, (i) afford the Buyer and its authorized Representatives reasonable access to the offices, properties, employees and books and records of the Business, including access to properties for the purpose of conducting environmental assessments and sampling of environmental media (including soil, groundwater, air and surface water) and building materials, and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as the Buyer may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, (x) prior to visiting or entering upon any of the offices or properties of Sellers, and prior to contacting any Representative, customer or supplier of the Sellers in each case, in connection with the transactions contemplated hereby, the Buyer shall coordinate all such visits and contacts with M▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the Chief Financial Officer of C▇▇▇▇, and (y) the Sellers shall not be required to disclose any information to the Buyer if such disclosure would, in the Sellers’ sole discretion, (1) result in the forfeiture or waiver of any attorney-client or other legal privilege or (2) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that the Sellers shall, and shall cause the other members of the Seller Group to, use commercially reasonable efforts to share any portion of information withheld pursuant to clauses (1) and (2) in a manner so as to prevent any competitive harm or preserve any applicable privilege or compliance with Law. When accessing any of the Sellers’ properties, the Buyer and its authorized Representatives shall comply with all of the Sellers’ safety and security requirements for the applicable property. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller Group related to the Purchased Assets until the later of the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership expiration of the Shares prior to relevant period for the date statutes of limitations (including any extensions thereof), the Buyer shall (i) retain the Books and Records, and (ii) upon reasonable notice, afford the Representatives of the Closing Seller Group and any other Seller Affiliates reasonable access (including the preparation of financial statements or tax returns or any legal or administrative action right to which Seller or Group may become subject that relate to periods prior to make, at the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsSellers’ expense, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilegecopies), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to such books and records; provided that any such access shall be subject to the Company confidentiality obligations set forth in Section 4.6. (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer related to the Business and all relevant booksfor purposes of compliance with securities, records environmental, employment and documents other Laws, for a period of seven years after the Closing, the Sellers shall, and shall cause the other members of the Company Seller Group to (i) retain the books and records related to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including computer records archives and documents stored offsite with any vendors) and shall furnish the right to Seller or Group or any of their respective Affiliates such financial and other information regarding make, at the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; providedBuyer’s expense, howevercopies), that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationbooks and records. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.

Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) From After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Veralto for specific and identified Information: (i) that (x) relates to Veralto or the Veralto Business, as the case may be, prior to the Effective Time or (y) is necessary for Veralto to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which ▇▇▇▇▇▇▇ and/or Veralto are parties, ▇▇▇▇▇▇▇ shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of ▇▇▇▇▇▇▇ or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to ▇▇▇▇▇▇▇ within a reasonable time after the need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date of that is the Closing of and until the seventh first anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposesAgreement; provided, howeverfurther, that, in the event that ▇▇▇▇▇▇▇, in its sole discretion, determines that any such access or the foregoing do not unreasonably disrupt provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the Company’s operation waiver of its business. Seller and Group and their respective representatives shall be given reasonable accessany Privilege, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company ▇▇▇▇▇▇▇ shall not be obligated to provide such Information requested by Veralto; (ii) that (x) is required by Veralto with regard to disclose reasonable compliance with reporting, disclosure, filing or other requirements imposed on Veralto (including under applicable securities laws) by a Governmental Entity having jurisdiction over Veralto, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to Seller satisfy audit, accounting, claims, regulatory, litigation, Action or Group other similar requirements, as applicable, ▇▇▇▇▇▇▇ shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or their respective representatives any confidential the originals thereof if Veralto has a reasonable need for such originals) in the possession or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices control of the Company ▇▇▇▇▇▇▇ or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any confidential originals are delivered to Veralto pursuant to this Agreement or proprietary information.the Ancillary Agreements, Veralto shall, at its own expense, return them to ▇▇▇▇▇▇▇ within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that ▇▇▇▇▇▇▇, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, ▇▇▇▇▇▇▇ shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇; or (b) The Company agrees After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, ▇▇▇▇▇▇▇ for specific and identified Information: (i) that (x) relates to matters prior to the Effective Time or (y) is necessary for ▇▇▇▇▇▇▇ to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which ▇▇▇▇▇▇▇ and/or Veralto are parties, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if ▇▇▇▇▇▇▇ has a reasonable need for such originals) in the possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of ▇▇▇▇▇▇▇; provided that, to the extent any originals are delivered to ▇▇▇▇▇▇▇ pursuant to this Agreement or the Ancillary Agreements, ▇▇▇▇▇▇▇ shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Veralto shall not be obligated to provide such Information requested by ▇▇▇▇▇▇▇. (ii) that (x) is required by ▇▇▇▇▇▇▇ with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on ▇▇▇▇▇▇▇ (including under applicable securities laws) by a Governmental Entity having jurisdiction over ▇▇▇▇▇▇▇, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Veralto shall provide, as soon as reasonably practicable following the Closingreceipt of such request, appropriate copies of such Information (or the originals thereof if ▇▇▇▇▇▇▇ has a reasonable need for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest such originals) in the Company. possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of ▇▇▇▇▇▇▇; provided that, to the extent any originals are delivered to ▇▇▇▇▇▇▇ pursuant to this Agreement or the Ancillary Agreements, ▇▇▇▇▇▇▇ shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased. (c) Each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions of this Agreement. (d) Without limiting the generality of the foregoing, until the Company first Veralto fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each of ▇▇▇▇▇▇▇ and Veralto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), each of ▇▇▇▇▇▇▇ and Veralto shall use its commercially reasonable efforts to provide Seller cooperate with the other Party’s Information requests to enable: (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and Group with an estimate management’s assessment of the Companyeffectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly consolidated net income financial statements and shareholders’ equity no later than five business days after audit of the last day annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of each fiscal quarter; provided, that if its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Company will be unable to provide such information within five business days after using commercially reasonable efforts▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Commission’s and Public Company will notify Group Accounting Oversight Board’s rules and will continue to use commercially reasonable efforts to provide such information to Seller auditing standards thereunder and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterother applicable Laws. (ce) Except as required by lawOn the Distribution Date, regulation or legal or judicial process, Group agrees that it Veralto shall deliver to ▇▇▇▇▇▇▇ an electronic copy of any and its Affiliates and their respective directors, officers or employees will not, without all databases in the prior written consent possession of any member of the CompanyVeralto Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, disclose to any Person any non-public information concerning the business or affairs operations of the Company Veralto Business or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall otherwise may be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect▇▇▇▇▇▇▇.

Access to Information. (a) From and after Between the date of this Agreement and the Closing of Date, Seller will, at reasonable times and until the seventh anniversary upon reasonable notice, provide Buyer and its Representatives: (i) reasonable access to their respective managerial personnel, to all books, records, plans, equipment, offices and other facilities and properties constituting part of the date Assets; (ii) such historical financial and operating data and other information with respect to the Assets or the Business as Buyer may from time to time reasonably request, to the extent reasonably available; (iii) upon request, a copy of each material report, schedule or other document, if any, filed by Seller with respect to the Assets or the Business with the SEC, HPUC or any other Governmental Authority; (iv) access to all Assets for Inspection by Buyer and its Representatives at reasonable times during regular business hours scheduled for such Inspections, and shall provide qualified management, engineering, operations and maintenance and other personnel to make presentations as required, to escort such Persons and to assist in all aspects of conducting the Inspections, provided that each of Buyer and Seller shall bear their own costs of participating in the Inspections; and (v) access to all such other information in the possession or control of Seller as shall be reasonably necessary to enable Buyer or its Representatives to verify the accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement; provided, however, that any such Inspections shall be conducted in connection such a manner as not to interfere unreasonably with the operation of the Assets. In the event that Seller's provision of information under this Section 6.2 would (A) constitute a waiver of any legal privilege, including the attorney-client privilege or work product privilege, or (B) violate any legal or contractual obligation of Seller to a third party, then Seller shall first notify Buyer with respect to the existence and general nature of the restricted information. If the restricted information relates to the Assets, the Parties shall thereupon mutually agree upon a reasonable purpose procedure in order to provide Buyer with access to the information while protecting the legitimate interests of Seller thereto. The mutually agreed procedure may include, without limitation, a limited waiver by Seller of the relevant privilege, Buyer's agreement to maintain the information in strict confidence, limited review or inspection of the information by specified individuals, or any combination of the foregoing. Notwithstanding anything in this Section 6.2(a) to the contrary, with respect to employee records Seller will only furnish or provide such access to Transferred Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee. (b) The Parties shall cooperate to schedule Buyer's Inspections of the Assets so that, to the extent reasonably feasible, any interference with the operation of the Business is minimized, and Buyer may complete its Inspections of the Assets within ninety (90) working days of commencement of Inspections and within six (6) months after the execution of this Agreement. (c) Until the conclusion of Buyer's next rate case for the Business (or such longer period as may be required by applicable law), each Party and its Representatives shall have reasonable access to all of the books and records relating to the operation of Assets and the Business (for the Seller’s or Group’s respective business prior , only to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate extent relating to periods prior to the date Closing Date), including all Transferred Employee Records in the possession of Buyer or Seller to the extent that such access may reasonably be required in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Closing) Business or the rights or obligations Assets. Such access shall be afforded by the Party in possession of Seller or Group or any such books and records upon receipt of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable advance notice and during normal business hours. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it or the holder of the information with respect to such access pursuant to this Section 6.2(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the expiration of such above-stated period (or any such longer period), such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at the latter's expense, to the Company segregate and all relevant books, remove such books and records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group it may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationselect. (bd) The Company Buyer agrees that, following prior to the ClosingClosing Date, for so long as Group has beneficial ownership neither it nor its Representatives will contact any vendors, suppliers, employees, or other contracting parties of less than 50% but equal to Seller or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting Affiliates with respect to its ownership interest in the Company. Without limiting the generality any aspect of the foregoing, Assets or the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will nottransactions contemplated hereby, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the CompanySeller, which for the first year after the date of the Closing consent shall not be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectunreasonably withheld.

Access to Information. (a) From and after Subject to Section 8.2(b) below, during the date of the Pre-Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Period, the Company shall permit Seller (i) give Buyer and Group Merger Sub and their respective representatives to have reasonable access, access upon reasonable notice and during normal business hours, hours to the Company facilities, properties, employees, books and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time may be reasonably request that are reasonably related requested and (ii) instruct its employees, counsel and financial advisors to cooperate with Buyer in its investigation of the Company. (b) Any such purposesinvestigation by Buyer or Merger Sub and their respective representatives shall not unreasonably interfere with any of the businesses or operations of the Company and shall be conducted under the supervision of an executive officer of the Company; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group Buyer or Merger Sub and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating conduct any such activities remotely to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be extent required to disclose comply with mandatory measures enacted by any Governmental Body in response to Seller or Group or a Contagion Event. Neither Buyer nor Merger Sub and any of their respective representatives any confidential or proprietary information not relating primarily shall, prior to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or Closing Date, have any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence contact with respect to the Company and by making (except in the Ordinary Course of Business wholly unrelated to the Contemplated Transactions) or with respect to the Contemplated Transactions with any agent, broker, partner, lender, lessor, vendor, customer, supplier, licensee (or sublicensee), licensor (or sublicensor), manufacturer, contract research organization, service provider, distributor, employee or consultant of the Company’s Chief Executive Officer , except in consultation with the Company and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements then only with the express prior approval of the Company, which approval shall not be unreasonably withheld or conditioned. All requests by Buyer or Merger Sub and their respective representatives for the first year after the date access or information shall be submitted or directed exclusively to an executive officer of the Closing Company. Nothing herein shall require the Company to disclose or provide access to any information that could be substantially detrimental to the Company’s business or operations or if such disclosure would (i) result in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, loss or waiver any attorney-client privilege or (ii) contravene any Applicable Law (provided that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together Company shall cooperate with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; providedBuyer in good faith to develop arrangements, furtherto the extent reasonably possible, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares result in the loss of Common Stock such privilege or violation of such Applicable Law). With respect to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result ofinformation disclosed pursuant to this Section 8.2, Buyer shall comply with, and immediately followingshall instruct Buyer’s representatives to comply with, purchases all of any of its obligations under the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. (a) From and after the date hereof until the earlier of the Closing Effective Time and the valid termination of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith pursuant to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)Article VIII, the Company shall, and shall permit Seller cause its Subsidiaries to, afford to Parent and Group and their respective representatives to have its Representatives reasonable access, upon reasonable notice and during normal business hours, in such manner as to not unreasonably interfere in any material respect with the Company and all relevant operation of the Acquired Companies, to their respective properties, offices, facilities, books, Contracts, commitments, Tax Returns, records and documents appropriate officers and employees of the Company (including computer records archives and documents stored offsite with any vendors) Acquired Companies, and shall furnish to Seller or Group or any of their respective Affiliates such Representatives with financial and operating data and other information regarding concerning the Company affairs of the Acquired Companies as Seller or Group such Representatives may from time to time reasonably request that are and is reasonably related available to such purposesthe Acquired Companies; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives such investigation shall only be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trialsshall be at Parent’s sole cost and expense; provided, further, that notwithstanding the foregoing, (i) the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of require the Company or any of its Affiliates Subsidiaries to permit access to (A) such documents or information that are reasonably pertinent to any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, pending Proceeding between the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates Affiliates, on the one hand, and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company Parent or any of its Affiliates acquired Affiliates, on the other hand (but without limiting any rights to discovery in any legal proceeding according to the applicable rules of the forum) or (B) subject to, and without limiting in any respect, the requirements of Section 6.02, any information to the extent related to the negotiation and execution of this Agreement or to proposals from third parties relating to any director, officer competing or employee alternative transactions (including Acquisition Proposals) and the actions of the Board of Directors of the Company (or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence committee thereof) with respect to any of the foregoing; and (ii) that nothing herein shall require the Acquired Companies to permit any access or disclose any information to Parent or its Representatives if such disclosure would (i) result in the disclosure of trade secrets or other competitively sensitive information, (ii) violate Applicable Law or the Acquired Companies’ obligations pursuant to the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company and is a party, (iii) jeopardize any attorney-client or other legal privilege held by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasersAcquired Companies, in each case, so long as the Company provides Parent written notice of any information so withheld and reasonably cooperates with Parent in seeking to allow disclosure of such prospective purchaser agrees to enter into customary confidentiality and standstill agreements information in a manner that does not conflict with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basisforegoing clauses; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own nothing herein shall authorize Parent or its Representatives to undertake any shares environmental testing involving sampling of Common Stock to acquire beneficial ownership of 20% soil, groundwater or more of the outstanding shares of Common Stock on a diluted basis only as a result ofbuilding materials, and immediately following, purchases of or other similar invasive techniques at any of the Remaining Shares from Group; and providedAcquired Companies’ properties, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith except with the Company’s prior written consent, provided that which consent shall not be unreasonably withheld, conditioned or delayed. All information obtained by Parent, Merger Sub and their respective Representatives shall be subject to the changes requested Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the prospective purchaser do not alter the obligations of the parties thereto in any material respectCompany hereunder.

Access to Information. (a) Between the date of this Agreement and the Closing Date: (i) Seller shall provide Buyer and its Representatives with information as to the Business, the Seller’s Interests, the Assigned Agreements and the Companies as reasonably requested by Buyer and to the extent such information is readily available to Seller or could readily be obtained by Seller without any material cost or expense or material interference with the Business; provided that. notwithstanding the foregoing, Seller shall not be required to provide any information (A) which Seller reasonably believes it, its Affiliates or any of the Companies is prohibited from providing to Buyer by reason of applicable Law or Permit, (B) which constitutes or allows access to information protected by attorney/client privilege, or (C) which Seller, its Affiliates or any of the Companies is required to keep confidential or prevent access to by reason of any contract or agreement with a third party; and (ii) Seller shall provide Buyer and its Representatives with reasonable access to the facilities, properties and management of the Companies as may be requested by Buyer, provided (A) such access shall be conducted at a time and in a manner so as not to unreasonably interfere with the operation of the Business, (B) Seller shall have the right to have one or more of its Representatives present at all times during any such access, and (C) any such access shall not include any invasive or destructive environmental testing or sampling. (b) All information furnished to or obtained by Buyer and Buyer’s Representatives pursuant to this Section 6.1 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Nothing in this Section ‎6.1 is intended to or shall be deemed to amend, supplement or otherwise modify the obligations of Buyer, its Representatives or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms. Buyer shall be subject to and bound by all obligations of LS Power Equity Advisors, LLC under the Confidentiality Agreement as though Buyer were a party thereto. (c) From and after the date of the Closing of Date, Buyer shall, and until the seventh anniversary of the date of the Closingshall cause its Representatives to, in connection with any afford to Seller, including its Representatives and Affiliates, reasonable purpose relating access to all books, records, files and documents to the operation of Seller’s or Group’s respective business prior extent they are related to the date of the Closing or the ownership of the Shares prior Companies in order to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group its Affiliates to prepare and file their respective representatives Tax Returns and to have reasonable access, upon reasonable notice prepare for and during normal business hoursparticipate in any investigation with respect thereto, to the Company prepare for and all relevant books, records participate in any other investigation and documents of the Company (including computer records archives and documents stored offsite with defend any vendors) and shall furnish Actions relating to or involving Seller or Group or any its Affiliates, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford Seller and its Affiliates reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven years from the Closing Date and will not dispose of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time records without first offering in writing to time reasonably request that are reasonably related deliver them to such purposesSeller; provided, however, that in the foregoing do not unreasonably disrupt the Company’s operation event that Buyer transfers all or a portion of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein Companies to the contraryany third party during such period, the Company shall not be required Buyer may transfer to disclose to Seller such third party all or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices a portion of the Company or any books, records, files and documents related thereto, provided such third party transferee expressly assumes in writing the obligations of its Affiliates any confidential or proprietary information. (b) The Company agrees thatBuyer under this Section 6.1(c). In addition, following on and after the ClosingClosing Date, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Companyat Seller’s Common Stockrequest, the Company will Buyer shall make available to Seller and Group the information reasonably its Affiliates and Representatives those employees of Buyer requested by Group Seller in connection with any Actions, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of Buyer or the Companies and (ii) Seller shall reimburse Buyer for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to Seller and its Affiliates and Representatives. (d) From and after the Closing, Seller and its Affiliates shall be entitled to retain copies (at Seller’s sole cost and expense) of all books and records relating to its ownership or operation of the Companies and the Business and the Assigned Agreements. For a period of two (2) years from and after the Closing Date, Seller and its Affiliates shall keep confidential all nonpublic information in any form or medium, written or oral, concerning the Companies, the Business and the Assigned Agreements, and shall not disclose such information to any third parties, except those of Seller’s Representatives who reasonably require access to such nonpublic information in connection with the transactions contemplated by this Agreement, including in connection with the enforcement hereof or for financial reporting, legal or regulatory compliance or tax purposes (provided Seller shall be responsible for any breach of this provision by any such Representative). If Seller is requested pursuant to, or required under generally accepted accounting principles by, applicable law, regulation, or by legal or regulatory process or governmental investigation, to disclose any such nonpublic information, Seller shall provide Buyer, unless restricted by applicable law, with prompt notice of such request or requirement in order to enable Group Buyer to prepare its financial statements using the equity method accounting (i) seek an appropriate protective order or other remedy, (ii) consult with Seller with respect to its ownership interest Seller taking steps to resist or narrow the scope of such request or legal process, or (iii) waive compliance, in whole or in part, with the Companyterms of this Section 6.1(d). Without limiting the generality of the foregoingIn any such event, the Company Seller shall use its commercially reasonable efforts to provide Seller ensure that all such nonpublic information will be accorded confidential treatment and Group with an estimate shall furnish only that portion of the Company’s quarterly consolidated net income and shareholders’ equity no later nonpublic information which is legally required. This Section 6.1(d) shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than five business days after the last day by reason of each fiscal quarter; provideda breach by Seller of its obligations hereunder. Furthermore, that if the Company will nothing herein shall be unable deemed to provide such limit or restrict Seller from disclosing any information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after action or proceeding by Seller or its Affiliates to the last day of such fiscal quarterextent necessary to enforce any rights or remedies against Buyer or its Affiliates in connection with the transactions contemplated by this Agreement. (ce) Except as required by lawBuyer shall not, regulation prior to the Closing Date, contact any customer, vendor or legal supplier of, or judicial processdirector, Group agrees that it and officer, partner, member or employee of, or any other Person having business dealings with, the Companies or Seller or its Affiliates and their respective directorswith respect to the Business or the transactions contemplated hereby, officers or employees will notincluding any Governmental Authority, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the CompanySeller, which for the first year after the date of the Closing shall not be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% unreasonably withheld or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectdelayed.

Access to Information. (a) From and after the date hereof until the earlier of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing Date or the ownership termination of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreementsin accordance with its terms, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws upon reasonable advance notice, and subject to any applicable privileges (including restrictions contained in the attorney-client privilege)confidentiality agreements to which the Group Companies are subject, the Company shall permit Seller provide to Parent and its authorized representatives reasonable access to all books and records of the Group Companies and their respective representatives to have reasonable accessall officers, upon reasonable notice directors, employees and other personnel of the Group Companies, in each case, during normal business hourshours (in a manner so as to not interfere with the normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period under the HSR Act (or any other Antitrust Law), (a) the Company shall permit a limited number of authorized representatives of Parent to attend any and all meetings of the Company Executive Committee (or any sub-committee thereof) and meetings of the board of directors and any committee thereof (or similar governing body) of each Group Company and to receive all written materials and communications related to such meetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, provided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the Group Companies shall be entitled to redact or withhold any such materials or communications, to the Company and all relevant booksextent that the representative(s)’ participation in the portion of such meeting, records and documents or the provision of such materials or communications to the representative(s), would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Laws or (z) breach any confidentiality obligations of the Company Group Companies under contracts with third parties and (including computer records archives b) solely to the extent permitted by applicable Law, Parent and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective authorized representatives shall be given reasonable accesspermitted to offer advice and guidance to the Group Companies on their business operations, upon reasonable notice and during normal business hourswhich the Group Companies shall consider in their respective sole discretion, provided that, for the avoidance of doubt, in no event shall the Group Companies be obligated to executive officers follow or implement any such advice or guidance. All of such information shall be treated as confidential information pursuant to the terms of the Company that have management or oversight responsibility for matters relating to Confidentiality Agreement, the matters set forth above, including the use provisions of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Companywhich are by this reference hereby incorporated herein. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Company shall not be required to disclose any information to Seller Parent (including pursuant to Section 6.1) if such disclosure would be reasonably likely to (x) jeopardize any attorney-client or Group other legal privilege, (y) contravene any applicable Laws or their respective representatives (z) breach any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices confidentiality obligations of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required Companies under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting contracts with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit Jthird parties; provided, however, that the standstill agreement will last no longer than nine months and will provide that Company shall notify Parent in writing with a prospective purchaser may acquire shares general description of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does each item not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock disclosed pursuant to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectthis clause.

Access to Information. (a) From Subject to Section 5.05 hereof and after to the terms of the Confidentiality Agreement referred to therein, from the date hereof to and including the Closing Date, upon reasonable notice, CEC shall, and shall cause each of the Closing of and until the seventh anniversary members of the date of CMH Group (other than the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the ClosingClarklift/Samsung Entities) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group its and their respective officers, directors, employees and agents to, and shall use its commercially reasonable efforts to cause the Clarklift/Samsung Entities to, (i) afford the officers, employees and authorized agents and representatives to have of the Purchaser reasonable access, upon reasonable notice and during normal business hours, to the Company offices, properties, books and all relevant books, records and documents of the Company Business and such members of the CMH Group and (including computer records archives and documents stored offsite with any vendorsii) and shall furnish to Seller the officers, employees and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, goodwill and operations of such members of the CMH Group as the Purchaser may from time to time reasonably request; provided, however, that such investigation shall not unreasonably interfere with the business or Group operations of CEC or any of their respective Affiliates its subsidiaries or affiliates or any member of the CMH Group; and provided further that nothing contained herein shall be construed as an express or implied waiver or forfeiture by CEC or any of its subsidiaries or affiliates or any member of the CMH Group of any attorney-client privilege, accountant-client privilege, work product privilege or any other privilege belonging to or accruing to the benefit of any of the foregoing. If, in the course of any investigation pursuant to this Section 5.03 or otherwise in connection with the Purchaser's evaluation of the transactions contemplated by this Agreement, the Purchaser discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the Purchaser covenants that it will promptly so inform CEC of such breach or incipient breach. (b) In order to facilitate the resolution of various claims that may from time to time be asserted by or against or incurred by CEC or any of its subsidiaries or affiliates prior to or after the Closing Date, and in order to facilitate the preparation of any financial statements, tax returns or any documents required to be filed with governmental authorities by CEC or any of its subsidiaries or affiliates, upon reasonable notice, the Purchaser shall, and shall cause each member of the CMH Group (other than the Clarklift/Samsung Entities) to, and shall use its commercially reasonable efforts to cause the Clarklift/Samsung Entities to, from and after the Closing, (i) afford the officers, employees and authorized agents and representatives of CEC and its subsidiaries and affiliates reasonable access, during normal business hours, to the offices, properties, books and records of the Business and such members of the CMH Group (including the accountants, attorneys or other agents or representatives of any of the foregoing) with respect to the assets, properties, liabilities, employees and/or business (former and present) of the Business and such members of the CMH Group, (ii) furnish to the officers, employees and authorized agents and representatives of CEC and its subsidiaries and affiliates such additional financial and other information regarding the Company assets, properties, liabilities, employees and/or business (former and present) at the Business and such members of the CMH Group as Seller or Group CEC may from time to time reasonably request that are reasonably related and (iii) make available to CEC and its subsidiaries and affiliates the employees of such members of the CMH Croup whose assistance, testimony or presence is necessary or desirable to assist CEC or any of its subsidiaries or affiliates in evaluating any such claims and in defending such claims, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that the foregoing do shall not unreasonably disrupt interfere with the Company’s operation operations of its business. Seller and the Purchaser or the members of the CMH Group and their respective representatives that CEC shall promptly reimburse the Purchaser for all out-of-pocket expenses reasonably incurred by the Purchaser in performing its obligations pursuant to this Section 5.03(b), other than any such expenses incurred in connection with any Covered Liability (as defined in Section 5.08 hereof); and provided, further that nothing contained herein shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of Construed as an express or implied waiver or forfeiture by the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Purchaser or any of its Affiliates subsidiaries or affiliates or any confidential member of the CMH Group of any attorney-client privilege, accountant-client privilege, work product privilege or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal any other privilege belonging to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect accruing to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases benefit of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectforegoing.

Access to Information. (a) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, upon reasonable prior written notice, the Company shall provide to Buyer and until its authorized Representatives during normal business hours reasonable access to the seventh anniversary respective books and records of such Person (in a manner so as to not unreasonably interfere with the normal business operations of such Person) solely for the purpose of facilitating Buyer’s efforts to consummate the Closing. All of such information shall be treated as “Evaluation Material” pursuant to the terms of the date of Confidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Closing, in connection with any reasonable purpose relating to the operation none of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or , any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Company or any of their respective Affiliates under this Agreement shall be required to disclose to Buyer or any of the Related Agreements, and except as determined in good faith its Representatives (i) any information (A) if doing so would violate or contravene any Contract or applicable Law to be appropriate to ensure compliance with which any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group such Person or any of their respective Affiliates is a party or otherwise bound or is subject, or which it reasonably determines upon the advice of counsel could result in the loss of the ability to successfully assert the attorney-client, work product or any other legal privilege, (B) if any such financial and other information regarding the Company as Seller Person or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation any of its business. Seller Affiliates, on the one hand, and Group Buyer and their respective representatives shall be given reasonable accessany of its Affiliates, upon reasonable notice and during normal business hourson the other hand, to executive officers of the Company that have management are adverse parties in an Action, or oversight responsibility for matters relating to the matters set forth above, including the use of (C) if any such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Person or any of its Affiliates determines, in good-faith, that such information should not be so disclosed due to its competitively or commercially sensitive nature, or (ii) any confidential information relating to Taxes or proprietary informationTax Returns other than information relating to the Group Companies. (b) The Company agrees that, following Notwithstanding anything to the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stockcontrary set forth in this Agreement, the Company will make available to Seller Parties agree that the Confidentiality Agreement, and Group the information reasonably requested by Group all rights and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoingobligations set forth therein, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group terminate immediately as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall and thereafter cease to be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectfurther force or effect.

Access to Information. (a) From and after For purposes of furthering the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege)transactions contemplated hereby, the Company shall permit Seller afford Parent and Group its Subsidiaries and their respective (i) the directors, officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives to have (such persons described in this clause (ii), collectively, “Representatives”) of Parent and its Subsidiaries reasonable access, upon reasonable notice and access during normal business hours, throughout the period prior to the Company earlier of the Effective Time and all relevant booksthe Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and documents any report, schedule or other document filed or received by it pursuant to the requirements of the Company (including computer records archives applicable Laws and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial additional accounting, financing, operating, environmental and other data and information regarding the Company and its Subsidiaries, as Seller or Group Parent may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Companyrequest. Notwithstanding anything herein to the contraryforegoing, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to afford such access if it would unreasonably disrupt the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices operations of the Company or any of its Affiliates Subsidiaries, would cause a violation of any confidential agreement to which the Company or proprietary informationany of its Subsidiaries is a party, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. The foregoing notwithstanding, neither Parent and its Subsidiaries, nor any of itstheir respective directors, officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite study) with respect to any property of the Company or the Company’s Subsidiaries without the Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (b) The Company agrees thatparties hereto hereby agree that all information provided to them or their respective officers, following directors, employees or Representatives in connection with this Agreement and the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% consummation of the Company’s Common Stocktransactions contemplated hereby shall be deemed to be “Evaluation Material”, as such term is used in, and shall be treated in accordance with, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality confidentiality agreement, dated as of the foregoingJune 29, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided2011, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to between the Company and by making Parent (the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect“Confidentiality Agreement”).

Access to Information. (a) From and after Between the date of the Closing of hereof and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to KM Member: (a) shall give the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, Buyer and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective its authorized representatives to have reasonable access, during regular business hours and upon reasonable notice and during normal business hoursadvance notice, to the Company facilities, books and all relevant books, records of the Company; and documents (b) shall cause officers of the Company (including computer records archives and documents stored offsite the KM Member to furnish the Buyer and its authorized representatives with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and operating data and other information regarding with respect to the Company as Seller or Group the Buyer may from time to time reasonably request request. The KM Member shall have the right to have a representative present at all times during any such inspections and examinations conducted at the offices or other facilities or properties of the KM Member or the Company. In addition, between the date hereof and the Closing Date, the KM Member shall provide to the Buyer reasonable access to its employees, provided that are reasonably related (i) the Buyer shall advise the KM Member in advance of any meetings or communications with such employees and the general purpose of such meetings or communications and (ii) the KM Member shall have the right to have a representative present at all times during such meetings. The Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. The Buyer shall have no right of access to, and the KM Member shall have no obligation to provide to the Buyer any information the disclosure of which would jeopardize any privilege available to the Company, the KM Member or any of its Affiliates relating to such purposesinformation or would cause the KM Member or any of its Affiliates or the Company to breach a confidentiality obligation (provided, however, that if requested by the Buyer, the KM Member or the Company will use commercially reasonable efforts to obtain a waiver of such confidentiality obligation; provided, that neither the KM Member nor the Company shall have any obligation to compensate such applicable counterparty for such waiver or waive any rights that the KM Member or the Company, as the case may be, may have against such applicable counterparty) or contravene Law. Any access granted as provided in this Section 7.4(a) shall be at the Buyer’s sole risk and expense and shall be subject to restrictions under the Company’s written workplace safety guidelines (which shall be provided to the Buyer in advance of such access) and applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the KM Member, which may be withheld for any reason, (y) the Buyer shall not contact in connection with the transactions to be consummated by this Agreement any suppliers to, or customers of, the Company, the KM Member or the KM Member’s Affiliates, and (z) the Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or the Subsidiaries. The KM Member makes no representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.4(a), and the Buyer may not rely on the accuracy of any such information other than as expressly set forth in the representations and warranties contained in Article IV or Article V. (b) The Buyer shall indemnify, defend and hold the Company, the Subsidiaries, the KM Member and their respective Affiliates harmless from and against any and all Losses suffered by any of them relating to, resulting from or arising out of examinations or inspections made by the Buyer or its representatives pursuant to this Section 7.4; provided, however, that the foregoing do Buyer shall not unreasonably disrupt have any Liability arising out of the Company’s operation discovery of any existing environmental contamination or condition during any such examinations or inspections except in respect of its business. Seller ownership interest, on and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following after the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting THE FOREGOING INDEMNIFICATION AND HOLD HARMLESS SHALL APPLY WHETHER OR NOT SUCH LOSSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE KM MEMBER OR THE COMPANY OR (ii) STRICT LIABILITY. (c) The Parties shall cooperate with respect to certain financial disclosures and activities in accordance with the generality of the foregoing, following: (i) The KM Member and the Company shall use commercially reasonable efforts to provide Seller deliver or cause to be delivered to the Buyer on or before August 15, 2016, (A) the audited financial statements and Group related footnotes of the Company and its Subsidiaries for the years ended December 31, 2015, 2014 and 2013, including the report of PricewaterhouseCoopers with an estimate respect to such audited financial statements, and (B) the unaudited financial statements and related footnotes of the Company and its Subsidiaries for the three and six months ended June 30, 2016 and 2015. The KM Member will use commercially reasonable efforts to cause to be delivered to the Buyer, (1) in advance of any applicable filing with the U.S. Securities and Exchange Commission, a consent from PricewaterhouseCoopers with respect to the filing of the report referred to in the foregoing clause (A), it being understood and agreed that such filing may occur at any time on or after the delivery of such report to the Buyer and in advance of the Closing Date, and (2) any financial statements of the Company and its Subsidiaries for subsequent periods ending prior to the Closing Date, including any required audit opinions, as may be required by applicable securities Laws in connection with any Form 8-K filed by the Buyer for the purpose of updating any registration statement filed with the U.S. Securities and Exchange Commission and any Form 8-K required to be filed by Buyer under Item 2.01 of Form 8-K, with such additional financial information to be provided not later than 45 days after the end of any such subsequent period (or 60 days with respect to any year-end). Furthermore, the KM Member will use commercially reasonable efforts to assist the Buyer with all actions and things reasonably necessary, proper or advisable for the Buyer to (y) arrange, syndicate and obtain any financing arrangements of the Buyer in connection with this Agreement or the Ancillary Documents, including designating one member of senior management of the Company to participate in the preparation of offering and syndication documents and materials and providing reasonable and customary authorization and management representation letters and requesting the Company’s quarterly consolidated net income independent auditors to provide customary accountant’s comfort letters and shareholders’ equity no later than five consents, and (z) obtain any corporate credit ratings and, if applicable, facility ratings from any ratings agency. Notwithstanding the foregoing, nothing in this Section 7.4(c)(i) will require such assistance to the extent it would interfere unreasonably with the business days after the last day or operations of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially or its Subsidiaries. (ii) The Buyer shall promptly reimburse the KM Member or the Company, as applicable for all (A) third party billed fees, costs and expenses and (B) reasonable efforts, out-of-pocket costs and expenses incurred by the KM Member or the Company will notify Group with respect to the KM Member’s obligations under Section 7.4(c)(i). (iii) The Parties shall cooperate with and will continue to use reasonably assist the other Parties, including using commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer financial and other senior officers reasonably available to address inquiries from such prospective purchasersinformation, so long as any such prospective purchaser agrees to enter into customary confidentiality records and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, documents and in no event more burdensome access to such prospective purchaser thanParty’s personnel, the confidentiality agreement advisors and standstill agreement attached hereto accountants as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes be reasonably requested by the prospective purchaser do not alter KM Member in the obligations discharge of the parties thereto in any material respectKM Member’s obligations under Section 7.4(c)(i).

Access to Information. (a) From and after Between the date of this Agreement and the Closing of Date, Seller and until the seventh anniversary of the date of the ClosingCompany will, in connection with any reasonable purpose relating subject to the operation terms of Seller’s or Group’s respective Section 5.7 hereof, during ordinary business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, hours and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice (i) give Buyer and during normal business hours, its representatives reasonable access to the Company and all relevant books, records records, plants, offices and documents other facilities and properties of the Company, (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request, (iii) furnish Buyer with such financial and operating data and other information of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group Buyer may from time to time reasonably request, (iv) furnish Buyer upon request that are reasonably related a copy of each material report, schedule or other document with respect to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management filed by Seller or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller with, or Group received from, any Governmental Authority, and (v) furnish Buyer with a copy of each notice of violation or their respective representatives similar correspondence from any confidential Governmental Authority or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices any notice of an event of default by the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting applicable counterparty with respect to its ownership interest in the Company. Without limiting the generality any of the foregoing, the Company shall use commercially reasonable efforts Contracts listed in Schedule 3.5(a) (with all such notices and correspondence being deemed to provide Seller and Group with an estimate be Confidential Information for purposes of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date Section 5.7 hereof); provided, however, that following (A) any such activities shall be conducted in such a manner as not to interfere unreasonably with the Closingoperation of the Business, (B) Seller, the Company will cooperate diligently and their Affiliates shall not be required to take any action that would constitute a waiver of any legal privilege, including the attorney-client privilege or the work product doctrine and (C) Seller and the Company need not supply Buyer with (1) any information or access that Seller or the Company is under a legal obligation to keep confidential or (2) any information that Seller or the Company have previously supplied to Buyer. Notwithstanding anything in good faith with Groupthis Section 5.2 to the contrary, if requested(i) Seller shall not be required to provide such access to any employee records of Seller or, subject to facilitate Section 3.13(a), any information contained therein, and (ii) Buyer shall not have the sale of right to perform or conduct any environmental sampling or testing at, in, on, around or underneath the Remaining Shares assets or operations of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser . (b) Buyer agrees to enter into customary confidentiality indemnify and standstill agreements with hold harmless Seller, the Company, which and their respective Affiliates and representatives for the first year after the date any and all liabilities, losses, costs or expenses incurred by them or their representatives arising out of the Closing shall be substantially in access rights under this Section 5.2, including any claims by any of Buyer’s representatives for any injuries or property damage while present on the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% facilities or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases property of any of the Remaining Shares from Group; Company. (c) Following the Closing Date and providedfor a period of five (5) years thereafter, further, that Buyer shall retain all Operating Records (whether in electronic form or otherwise) of the Company will negotiate on or prior to the terms Closing Date. Buyer also agrees that, following the Closing Date and for a period of five (5) years thereafter, Seller and its Affiliates shall have the right, upon reasonable request to Buyer, to have access to, or receive from Buyer copies of, any Operating Records or other information in Buyer’s possession relating to the Business on or prior to the Closing Date. Seller or its Affiliates, as applicable, shall reimburse Buyer for its reasonable costs and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J expenses incurred in good faith with any prospective purchaser who negotiates in good faith connection with the Companyforegoing sentence. If Buyer shall desire to dispose of any Operating Records or other information contemplated above, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectBuyer shall, prior to such disposition, give Seller and its Affiliates a reasonable opportunity to segregate and remove such records and information as it may select.

Access to Information. (a) From and after the date of the Closing of and hereof until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating the Company shall, and shall cause each of the Subsidiaries to, afford to the operation of Seller’s or Group’s respective business prior Purchaser and its Advisors reasonable access to the date offices, properties, books and records and Employees of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, Company and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and each Subsidiary during normal business hours, to as the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group Purchaser may from time to time reasonably request (subject to any limitations that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller preserve any applicable attorney-client privilege or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any nonthird-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereofparty confidentiality obligation); provided, however, that following such access shall be upon reasonable notice, shall not unreasonably disrupt the Closing, Employees and operations of the Company will cooperate diligently or the Subsidiaries and in good faith shall be subject to applicable Law, provided that the Purchaser shall be permitted to conduct weekly update meetings with Group, if requested, to facilitate the sale of the Remaining Shares senior management of the Company’s Common Stock. All requests for access to the offices, in whole or in partproperties, to prospective purchasers bybooks, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect and records and Employees of the Company and each of the Subsidiaries relating to the Company and by making such Subsidiary shall be made to Sellers Representatives, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasersPurchaser nor any of its Advisors shall contact any partner, so long as lender, lessor, vendor, consultant, employee, client, customer or supplier of the Company or any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements Subsidiary or their respective affiliates in connection with the Companytransactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of such Sellers Representatives, which for the first year authorization shall not be unreasonably withheld. No investigation by Purchaser prior to or after the date of the Closing this Agreement shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% diminish or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of obviate any of the Remaining Shares from Group; and providedrepresentations, furtherwarranties, that covenants or agreements of the Company will negotiate or the terms ofSellers contained in this Agreement. In order that Purchaser may have full opportunity to make such physical, business, accounting and requested modifications tolegal review, examination or investigation as it may reasonably request of the affairs of the Company and its Subsidiaries, the form of confidentiality agreement Company and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the CompanySellers shall cause the officers, provided that the changes requested by the prospective purchaser do not alter the obligations employees, consultants, agents, accountants, attorneys and other representatives of the parties thereto Company and its Subsidiaries to cooperate fully with such representatives in any material respectconnection with such review and examination.

Access to Information. (ai) From During the Interim Period, Seller shall, and after shall cause the date Company to, grant to Buyer and its Representatives reasonable access, during normal business hours and upon reasonable advance notice, to its officers, employees, facilities, properties, offices, books and records that are in the possession or control of Seller or any Affiliate thereof to the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose extent relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsCompany, and except as determined in good faith furnish to be appropriate to ensure compliance with any applicable laws Buyer such additional financial and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller operational data and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, other information relating to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group Buyer may from time to time reasonably request that are reasonably related to such purposesrequest; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of (i) such individuals as witnesses in hearings or trials; provided, that the foregoing access does not unreasonably disrupt interfere with the business normal operations of the Company. Notwithstanding anything herein , (ii) such access shall occur in such a manner as Seller reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to the contraryPerson(s) listed on Exhibit C hereto or such other Person(s) as Seller may designate in writing from time to time (collectively, the “Designated Contacts”), and (iv) nothing herein shall require Seller to cause the Company shall not be required to provide access, or to disclose any information, to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company Buyer or any of its Affiliates Representatives if such access or disclosure (x) would waive any confidential legal privilege, (y) would be in violation of applicable Laws or proprietary information. (bz) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% would be in violation of the Company’s Common Stock, provisions of any Contract to which Seller or the Company will make available to is a party; provided further that Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use its commercially reasonable efforts to provide Seller and Group with an estimate of disclose information that would otherwise be limited by clause (x) or clause (z) in a manner that does not result in the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day loss of such fiscal quarter. privilege or does not result in the violation of such Contract (cincluding by entering into a joint defense arrangement or similar agreement and by requesting, but not being required to obtain, a waiver of any confidentiality obligations upon Buyer’s reasonable written request). Other than the Designated Contacts or as expressly provided in the preceding sentence, Buyer is not authorized to and shall not (and shall cause its Representatives and Affiliates not to) Except contact (except in the ordinary course of Buyer’s business on matters unrelated to the transactions contemplated by this Agreement) any officer, director, employee, customer, supplier, regulator (except as required expressly permitted by lawthis Agreement), regulation distributor, lessee, lessor, lender, noteholder, direct or legal indirect equityholder or judicial processother material business relation or contact of Seller or any of its Affiliates, Group agrees that it and its Affiliates and their respective directorsin each case, officers or employees will not, prior to the Closing without the prior written consent of the CompanySeller (not to be unreasonably withheld, disclose to any Person any non-public information concerning the business conditioned or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereofdelayed); provided, however, that Seller will make reasonably available to Buyer the employees of the Company, Seller and its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s due diligence and preparation to integrate the Company into Buyer’s organization following the Closing. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information furnished to it or its Representatives pursuant to this Agreement. (ii) In no event shall Buyer or any of its Affiliates or Representatives be permitted access to conduct (a) an environmental site assessment of the Company Real Property or (b) any sampling or analysis of environmental media of the Company Real Property, including sampling of the nature commonly referred to as a “Phase II Environmental Investigation,” such as air, soil or ground water testing, except if necessary to obtain any Required Governmental Authorizations or required by a Governmental Entity. Any sampling, testing or analysis undertaken pursuant to this Section 6A(ii) will be conducted by one or more qualified firms reasonably acceptable to the Parties at Buyer’s sole cost and expense. Buyer will provide to Seller in advance of any such sampling, testing or analysis a written sampling and analysis plan, setting forth the specific sampling and testing to be conducted, for review and approval in writing by Seller, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer will promptly provide to Seller copies of all final reports and analyses prepared in connection with such sampling, testing or analysis. (iii) To the extent not already in the possession or control of the Company as of the Closing, Seller shall, and shall cause any of its Affiliates to, make available to Buyer following the Closing, to the extent in the possession or control of Seller or any Affiliate thereof (or, if not in Seller or any of its Affiliates’ possession or control, Seller will make commercially reasonable efforts to obtain) a copy of all of the manuals relating to the operation of the business of the Company will cooperate diligently and all other books and records (including all (a) Tax Returns and other information and documents relating to Tax matters, (b) copies of all financial information and all other accounting books and records, (c) land and right of way records, (d) compliance records, (e) minute books, (f) stockholder and member transfer ledgers, (g) corporate seals, (h) all operating records and (i) operating and maintenance expenditures records including budgets and forecast data) whether in hard copy or electronic format, as applicable, and in good faith with Group, if requested, to facilitate the sale each of the Remaining Shares of foregoing clauses (a) through (i), inclusive, only to the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect extent relating to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasersor its business, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year assets or operations. (iv) For a period of six (6) years after the date Closing Date, Buyer shall preserve and retain, or cause the Company to preserve, retain and maintain in an accessible form, all corporate, accounting, legal, auditing or other books and records in the possession or control of the Company at the Closing shall be substantially in Date that relate to the form of, conduct of the businesses and in no event more burdensome operations of the Company prior to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit JClosing Date; provided, however, that Buyer shall preserve, retain and maintain in an accessible form, and Buyer shall cause the standstill agreement will Company to so preserve and retain, all Tax books and records until the later of (a) the sixth (6th) anniversary of the Closing Date and (b) six (6) months after the last no longer than nine months date required for retention of such books and records under applicable Law. (v) After the Closing Date, Buyer will, and will provide that cause the Company and its Representatives to, permit Seller (and its Representatives) to have reasonable access to, and to inspect and copy (including in electronic form), all materials referred to in Section 6A(iv) and to meet with officers and employees of Buyer, the Company, and their respective Affiliates and Representatives on a prospective purchaser may acquire shares of Common Stock that together mutually convenient basis in order to obtain explanations with respect to such materials, and to obtain additional information, in each case if and to the extent such information or access is necessary (A) in order for Seller to comply with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% applicable Law; (B) for Seller to perform its obligations under this Agreement or more of any Ancillary Documents or (C) for Seller to prepare its financial statements covering any period prior to the outstanding shares of Common Stock on a diluted basisClosing Date; provided, furtherhowever, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result ofSeller shall keep, and immediately followingshall cause each of its Representatives to keep, purchases all such information confidential in accordance with the obligations and exceptions in Section 6D(iv). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller, its Affiliates and their respective Representatives, those officers and employees of any of the Remaining Shares from Group; and providedBuyer, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes or their respective Affiliates reasonably requested by Seller in connection with any Claim, including to provide testimony, to be deposed, to act as witnesses and to assist counsel. Similarly, on and after the prospective purchaser do not alter Closing Date, at Buyer’s request, Seller shall make available to Buyer, the obligations Company, their respective Affiliates and their respective Representatives, those officers and employees of the parties thereto Seller or its Affiliates reasonably requested by Buyer in connection with any material respectClaim, including to provide testimony, to be deposed, to act as witnesses and to assist counsel.

Access to Information. (a) From and after the date of the Closing of and this Agreement until the seventh anniversary earlier of the date Effective Time and the termination of the Closingthis Agreement in accordance with Article X, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior extent permitted by applicable Law, including Antitrust Laws, and subject to the date of the Closing or the ownership of the Shares prior to the date of the Closing Section 8.9 (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined limitations in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilegeSection 8.9(b)), the Company shall permit Seller will (a) give Parent and Group its Representatives access to the offices, assets, properties, business, operations, books and their respective representatives to have reasonable accessrecords, upon reasonable notice personnel and during normal business hours, to Representatives of the Company and all relevant booksits Subsidiaries, records and documents of the Company (including computer records archives and documents stored offsite with any vendorsb) and shall furnish to Seller or Group or any of their respective Affiliates Parent and its Representatives such financial and operating data and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; providedinformation, howeverin each case, that is reasonably necessary in connection with Parent’s strategic and integration planning with respect to the foregoing do not unreasonably disrupt the Company’s operation Transactions and (c) reasonably cooperate with Parent in respect of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth aboveon Section 6.4(c) of the Company Disclosure Schedules. Any such access will be conducted during normal business hours upon reasonable advance notice, including at Parent’s expense and under the use supervision of appropriate personnel of the Company and its Subsidiaries and in such individuals a manner as witnesses in hearings or trials; provided, that not to unreasonably interfere with the foregoing does not unreasonably disrupt normal operation of the business of the Company and its Subsidiaries, and will be subject to the Company’s reasonable security measures and insurance requirements. Notwithstanding anything herein to the contraryforegoing, the Company shall not be required to disclose (or to Seller cause any of its Subsidiaries to), after notice to Parent, afford such access or Group or their respective representatives any confidential or proprietary furnish such information not relating primarily to the purposes set forth above extent that the Company believes in good faith that doing so would, or, in the case of clause (iii), upon the advice of counsel would: (i) result in the loss of attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine (provided that the Company shall use its reasonable best efforts to permit Seller allow for such access or Group disclosure in a manner that does not result in a loss of such privilege or their respective representatives to copy or remove from the properties or offices doctrine); (ii) violate any confidentiality obligations of the Company or any of its Affiliates Subsidiaries to any confidential third person or proprietary information. (b) The Company agrees thatotherwise breach, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal contravene or violate any then effective Contract to or greater than 20% of the Company’s Common Stock, which the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare or any of its financial statements using the equity method accounting Subsidiaries is party, in each case, solely with respect to its ownership interest obligations and Contracts entered into prior to the date of this Agreement; (iii) result in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs a competitor of the Company or any of its Affiliates acquired from any directorSubsidiaries receiving information that is competitively sensitive (provided, officer or employee that information will be disclosed, to the extent legally permissible (as advised by Company counsel), subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws); or (iv) breach, contravene or violate any applicable Law (so long as the Company has used reasonable best efforts to provide such information in a way that does not breach, contravene or violate applicable Law). All information obtained by Parent or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, Representatives pursuant to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing this Section 6.4 shall be substantially kept confidential in the form ofaccordance with, and in no event more burdensome shall otherwise be subject to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. (a) From During the Pre-Closing Period, each Seller shall, and after shall cause each Company whose Equity Interests it owns to, provide Buyer and its Representatives with reasonable access to (i) all of such Company’s and such Company’s Business’ properties and assets, (ii) all senior management of such Company and such Company’s Business and (iii) any other information to the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose extent primarily relating to such Company’s Business and the operation properties, assets and personnel of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group such Company as Buyer or any of their respective Affiliates under its Representatives may reasonably request. All access and investigation pursuant to this Agreement or any of the Related Agreements, and except as determined in good faith to Section 5.3(a) shall be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and A) conducted during normal business hourshours upon reasonable advance notice to Vitro, (B) conducted in such a manner as not to interfere with the Company and all relevant books, records and documents normal operations of the Company Business or such Company, (including computer records archives C) coordinated through Vitro’s general counsel or a designee thereof and documents stored offsite with any vendors(D) conducted at Buyer’s sole cost and expense, and such Seller shall furnish have the right to Seller have one (1) or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation more of its business. Seller and Group and their respective representatives shall be given reasonable accessRepresentatives present at all times during any visits, upon reasonable notice and during normal business hoursexaminations, to executive officers of the Company that have management discussions or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Companycontacts contemplated by this Section 5.3(a). Notwithstanding anything herein to the contrary, during the Pre-Closing Period, neither any Seller nor any Company shall not be required to provide access or disclose to information where such access or disclosure would, in such Seller’s reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of any Seller or Group any Company, (2) conflict with any (x) Law or their respective representatives Order applicable to any confidential Seller, any Business or proprietary information not relating primarily any Company or the assets, or operation of any Business or any Company, (y) Contract to the purposes set forth above or to permit which any Company, any Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates their Subsidiaries is party or by which any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stockassets or properties of any Business is bound or (z) other obligation of confidentiality, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest or (3) result in the Companydisclosure of competitively sensitive information. Without limiting Notwithstanding anything to the generality of contrary contained herein, during the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notPre-Closing Period, without the prior written consent of Vitro (which consent may be withheld for any reason): (i) Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any vendor, supplier or customer of any Company or the CompanyBusiness regarding the business, disclose to operations, or prospects of any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any directorBusiness or this Agreement or the transactions contemplated hereby, officer and (ii) Buyer shall have no right to perform invasive or employee subsurface investigations of the properties or facilities of any Company or any of its Affiliates Business (whether before including any “Phase II” or after the date hereofother similarly invasive environmental assessments thereof); provided, however, that following the Closing, the Company . (b) Buyer will cooperate diligently and hold any information obtained pursuant to Section 5.3(a) in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, confidence in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements accordance with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. From the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary to: (a) From provide to Parent and after the date of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group Sub and their respective representatives to have reasonable access, upon reasonable notice and access during normal business hourshours in such a manner as not to unreasonably interfere with the operation of any business conducted by the Company or any Company Subsidiary, upon prior written notice to the Company, to the Company officers, employees, properties, offices and all relevant books, records and documents other facilities of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company Subsidiaries and to the books and records thereof; and (b) furnish promptly such information concerning the business, properties, Contracts, assets and liabilities of the Company and Company Subsidiaries as Seller Parent or Group its representatives may from time to time reasonably request that are reasonably related to such purposesrequest; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose (or to Seller cause any Company Subsidiary to) afford such access or Group or their respective representatives any confidential or proprietary furnish such information not relating primarily to the purposes set forth above extent that the Company believes in good faith that doing so would: (i) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); (ii) violate any confidentiality obligations of the Company or any Company Subsidiary to permit Seller any third person or Group otherwise breach, contravene or their respective representatives violate any then effective Contract to copy which the Company or remove from any Company Subsidiary is party (provided that the properties Company shall use its reasonable best efforts to (A) allow for such access or offices disclosure in a manner that does not result in such a breach, contravention or violation and (B) if requested by Parent, seek the waiver of such persons to allow for such access or disclosure) or otherwise result in the Company taking any action inconsistent with Section 5.03; or (iii) breach, contravene or violate any applicable Law (including the HSR Act or any other Antitrust Law). During any visit to the business or property sites of the Company or any of its Affiliates any confidential or proprietary information. (b) The the Company agrees thatSubsidiaries, following the Closingeach of Parent and Sub shall, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% and shall cause their respective representatives accessing such properties to, comply with all applicable Laws and all of the Company’s Common Stock, and the Company will make available Subsidiaries’ safety and security procedures. Notwithstanding anything to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles contrary contained in this Section 5.04, from the date of this Agreement to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality Effective Time, none of the foregoingParent, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate Sub or any of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will notaffiliates shall conduct, without the prior written consent of the Company, disclose to at any Person any non-public information concerning the business real property owned or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and leased by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for any “Phase II” or similar environmental investigation, including any sampling or other intrusive investigation of air, surface water, groundwater, soil or any other environmental media at or in connection with any of such real property. Parent shall, and shall cause each of its Subsidiaries and its and their respective representatives, to hold all information provided or furnished pursuant to this Section 5.04 confidential in accordance with the first year after the date terms of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectConfidentiality Agreement.

Access to Information. (a) From and after the date of the Closing of and hereof until the seventh anniversary of the date of the Closing, in connection with any the Company shall (a) afford Buyer and its Representatives full and free access, during regular business hours and upon reasonable purpose relating notice, to and the operation of Seller’s or Group’s respective business prior right to the date inspect all of the Closing or the ownership of the Shares prior properties, assets, premises, books and records, Contracts and other documents and data related to the date of the Closing any Group Company; (including the preparation of financial statements or tax returns or b) furnish Buyer and its Representatives with such financial, operating and other data and information related to any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Company as Buyer or any of their respective Affiliates under this Agreement its Representatives may reasonably request (including for Buyer to make a determination as to whether the conditions to Closing have been satisfied); and (c) instruct the Representatives of each Group Company to reasonably cooperate with Buyer in its investigation of each Group Company. In each case, Buyer or its Representatives being provided access shall make reasonable efforts to ensure that they do not unreasonably interfere with any of the Related Agreements, and except as determined business or operations of the Group Company providing such access. In the event that such Group Company is advised in good faith to be appropriate to ensure compliance with by legal counsel that providing such access could violate any applicable laws and subject Law or Contract to which it is a party, or waive any applicable privileges (including the attorney-client privilege), then the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company parties shall use commercially reasonable efforts to provide permit such access in a manner that avoids any such violation or waiver. (b) No investigation by Buyer or other information received by Buyer pursuant to this Section 7.2 or otherwise shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if or the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarterthis Agreement. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after From the date hereof); provided, however, that following hereof until the Closing, the Company will cooperate diligently shall furnish Buyer monthly financial statements and information of the type and detail currently prepared by any Group Company and such other financial, operating and other data and information related to any Group Company as Buyer or any of its Representatives may reasonably request. Additionally, Seller agrees to furnish such additional information as may be reasonably requested by Buyer to assure compliance with applicable federal and state securities Laws in good faith connection with Group, if requested, to facilitate the purchase and sale of the Remaining Shares Buyer Shares. (d) Following execution of this Agreement and prior to the Closing Date, neither Buyer nor any of its Affiliates or Representatives shall contact any vendor, supplier and/or current or former franchisee of any Group Company without first obtaining the Company’s Common Stockprior written consent (such consent not to be unreasonably withheld, in whole conditioned or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the delayed). The Company and by making Seller shall be entitled to receive at least one (1) Business Day prior written notice of the Company’s Chief Executive Officer intended contact and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as have a representative present when Buyer and/or its Affiliates or Representatives have any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together contact with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; providedvendor, furthersupplier, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectcurrent franchisee and/or former franchisee.

Access to Information. (a) From and after Subject to applicable Laws, from the date of the Closing of and this Agreement until the seventh anniversary of the date of the Closing, Seller will, and will cause its Subsidiaries to, give Buyer and its Representatives reasonable access to (i) all of the Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, Real Property, the Transferred FH Books and Records and to such personnel, offices and other facilities and properties of the Transferred FH Companies and their Closing Subsidiaries and to furnish such other information in connection with any reasonable purpose relating to respect of the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group FH Business as Buyer may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trialsrequest; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein all requests for access pursuant to the contrary, the Company this Section 5.2 shall not be required made in writing and shall be directed to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements coordinated with the CompanyVice President, which for the first year after the date of the Closing Investor Relations, Colfax Corporation, or such person or persons as he/she shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basisdesignate; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock such access shall be conducted at a reasonable time, upon reasonable advance notice to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result ofSeller, and immediately following, purchases in such a manner as not to interfere unreasonably with the operation of any of the Remaining Shares from Groupbusiness conducted by any Transferred FH Company or its Closing Subsidiaries; and provided, further, that the Company will negotiate any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of any kind. All such information and access shall be subject to the terms ofand conditions of the confidentiality agreement dated May 8, 2017 between Buyer and requested modifications toSeller (the “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries shall not be required to provide any such information (i) as and to the extent it relates to the Excluded Businesses, the form Excluded Assets or the Retained Liabilities, (ii) if the Seller or any of confidentiality agreement and standstill agreement attached hereto as Exhibit J its Subsidiaries believes in good faith with any prospective purchaser who negotiates that doing so presents a significant risk, based on advice of outside counsel of resulting in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations a loss of the ability to successfully assert a claim of Privilege or (iii) if Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties thereto in any material respect.a litigation (other than a litigation with respect to this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (ii) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. 32 Section 5.3

Access to Information. (a) From and after the date of the Closing of and until the seventh anniversary of the date of Until the Closing, in connection the Seller will furnish the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives with any reasonable purpose relating to all financial, operating and other data and information concerning the operation of Seller’s or Group’s respective business prior to the date commitments and properties of the Closing or Seller as the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company Buyer shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related and will afford the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives reasonable access to such purposes; providedthe Seller's offices, howeverproperties, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller books, records, contracts and Group documents and their respective representatives shall will be given reasonable accessthe opportunity to ask questions of, upon reasonable notice and during normal business hoursreceive answers from, to executive officers representatives of the Company that have management or oversight responsibility for matters relating Seller with respect to the matters set forth aboveTransferred Assets. No investigations by the Buyer or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of the Seller with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the use Disclosure Schedule, executed and delivered in connection with this Agreement. The Seller will cooperate with the Buyer and its employees, officers, accountants, attorneys, agents and other authorized representatives in the preparation of such individuals as witnesses in hearings any documents or trials; provided, other materials that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not may be required to disclose to Seller or Group or their respective representatives by any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary informationGovernmental Entity. (b) The Company Each party hereto agrees thatto hold in confidence all, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal and not to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to others for any Person reason whatsoever, any non-public information concerning received by it or its representatives from the business other party hereto in connection with the transactions contemplated by this Agreement except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of such party as necessary in connection with the transactions contemplated hereby or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect as necessary to the Company operation of such party's business; and (iii) for information that becomes publicly available other than through such party. If the transactions contemplated by making this Agreement are not consummated, each party hereto will return to the Company’s Chief Executive Officer other party hereto all non-public documents and other senior officers reasonably available to address inquiries material obtained from the such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form ofother party hereto, and in no event more burdensome all copies, summaries and extracts thereof, or certify to such prospective purchaser than, the confidentiality agreement and standstill agreement attached other party hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectinformation has been destroyed.

Access to Information. 42 (a) From and For a period of seven (7) years after the date of the Closing of and until the seventh anniversary of the date of the Closing, the Purchaser shall cause the Acquired Companies to (i) provide the Seller and its Representatives, upon reasonable advance written notice and under reasonable circumstances, reasonable access to the appropriate officers, books and records (including all electronic data related thereto), in each case, whenever existing or created, of the Acquired Companies during the Acquired Companies’ normal business hours, (ii) permit the Seller and its Representatives to make copies of any such books and records (at Seller’s sole cost and expense) and (iii) furnish to the Seller and its Representatives any financial and operating data or other information of the Acquired Companies as reasonably requested in writing by the Seller, in the case of clauses (i) through (iii), to the extent necessary for the preparation of insurance claims, financial statements, regulatory filings, Tax Returns of the Seller or its Affiliates, in each case, in respect of periods ending prior to the Closing, or in connection with any reasonable purpose Legal Proceedings relating to or arising out of any Excluded Liabilities or Excluded Assets. Notwithstanding anything in this Section 5.1(a) to the operation contrary, (x) the Purchaser and the Acquired Companies shall not be required to provide such access or disclose any information to the Seller or its Representatives if doing so could (A) result in a waiver of Seller’s attorney-client privilege, work product doctrine or Group’s respective similar privilege or (B) violate any Law to which the Acquired Companies are subject and (y) the Purchaser and the Acquired Companies shall not be required to provide such access or disclose any information relevant to any dispute among any Seller or any of their Affiliates, on the one hand, and Purchaser or any of its Affiliates (including the Acquired Companies), on the other hand (in which case, the applicable rules of discovery will apply) (clauses (x) and (y), the “Seller Access Limitations”). The Purchaser agrees to cause the Acquired Companies to hold all the books and records of the Acquired Companies existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law; provided, that, (1) except as provided in clause (2), the Acquired Companies shall be permitted to dispose of all books and records in the ordinary course of business consistent with the Acquired Companies’ practices in effect prior to the date hereof and (2) if Purchaser desires to destroy or dispose of any books and records directly related to the Closing or Asbestos Liabilities, it shall offer first in writing to surrender them to the ownership of the Shares Seller at least ninety (90) days prior to such destruction or disposition. (b) For a period of seven (7) years after the date of Closing, Seller shall, and shall cause its Affiliates to, (i) provide Purchaser and its Representatives, upon reasonable advance written notice and under reasonable circumstances, reasonable access to the Closing appropriate officers, books and records (including all electronic data related thereto), in each case, whenever existing or created, to the preparation extent directly related to the Asbestos Liabilities (“Asbestos Books and Records”) during Seller’s normal business hours, (ii) permit Purchaser and its Representatives to make copies of financial statements any Asbestos Books and Records (at Purchaser’s sole cost and expense) and (iii) furnish to Purchaser and its Representatives any other information directly or tax returns indirectly related to the Asbestos Liabilities as reasonably requested in writing by Purchaser, in the case of clauses (i) through (iii), to the extent reasonably necessary in connection with (1) any Legal Proceeding involving Purchaser or any of its Affiliates, (2) any response by or on behalf of Purchaser or any of its Affiliates to any subpoena or other legal or administrative action regulatory request or other Order, (3) the defense of, by or on behalf of Purchaser or any of its Affiliates against any claim or (4) any financing, refinancing or acquisition or disposition (or similar transaction) involving any Acquired Company or any material assets or business of any Acquired Company, including any current or former Subsidiary, division or business of an Acquired Company (in each case, whether by merger, consolidation, joint venture or other business combination, sale of Equity Securities, sale of assets or otherwise). Notwithstanding anything in this Section 5.1(b) to the contrary, (x) Seller and its Affiliates shall not be required to provide such access or disclose any information to Purchaser or its Representatives if doing so could violate any Law to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement are subject or any Contract to which Seller or any of the Related Agreementsits Affiliates are party or by which their assets are bound, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit y) Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective its Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to provide such access or disclose any information relevant to any dispute among any Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees thatAffiliates, following on the Closingone hand, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company Purchaser or any of its Affiliates (whether before or after including the date hereofAcquired Companies); provided, however, that following on the Closingother hand (in which case, the Company applicable rules of discovery will cooperate diligently apply) and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect (z) to the Company extent that any Asbestos Books and by making the CompanyRecords constitute (I) confidential information, Seller may require Purchaser and/or any other Person that will access such information on Purchaser’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees behalf to enter into a customary confidentiality non-disclosure agreement with Seller prior to accessing such information and/or (II) information the sharing of which could result in a waiver of attorney-client privilege, work product doctrine or similar legal privilege, Seller may require Purchaser and/or any other Person that will access such privileged information on Purchaser’s behalf to enter into a customary common interest or joint defense agreement prior to accessing such privileged information. Seller shall, and standstill agreements with the Companyshall cause its Affiliates to, which for the first year after the date of hold all Asbestos Books and Records existing on the Closing shall be substantially in the form of, Date and in no event more burdensome not to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% destroy or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases dispose of any Asbestos Books and Records for a period of seven (7) years from the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto Closing Date or such longer time as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested may be required by the prospective purchaser do not alter the obligations of the parties thereto in any material respectLaw.

Access to Information. Prior to the Closing, Seller shall cause the ACRE Companies to afford the Representatives of Buyer reasonable access, during normal business hours, upon reasonable advance written notice and in a manner so as not to unreasonably interfere with the normal business operations of the Business, to the officers, employees, properties, offices and other facilities of the Business and the books and records thereof, including loan files, computer files, retrieval programs and similar documentation, which, for the avoidance of doubt, includes all Tax Returns, Tax work papers, and other information used to prepare Tax Returns to the extent all of such Tax Returns, Tax work papers, and other information relate solely to the ACRE Companies and do not relate to Seller or an Affiliate of Seller (other than the ACRE Companies or in connection with Ares Affiliate Loans), and shall furnish or cause to be furnished to Buyer with such financial, operating and other data and information with respect to the Business, as Buyer, through its Representatives, may reasonably request; provided that (a) From and after Buyer is responsible, pursuant to the date terms of the Closing Confidentiality Agreement, for use and disclosure of and until any such information obtained by its Representatives from Seller, the seventh anniversary ACRE Companies or their respective Affiliates or any of the date of the Closing, in connection with any reasonable purpose relating to the operation foregoing’s respective Representatives; (b) none of Seller’s or Group’s respective business prior to , the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group ACRE Companies or any of their respective Affiliates under this Agreement or any of the Related Agreementsforegoing’s respective Representatives shall be required to provide access to any information or documents which would, and except as determined in good faith to be appropriate to ensure compliance the reasonable judgment of Seller, (i) breach any Contract with any applicable laws and subject to any applicable privileges Person, (including ii) constitute a waiver of the attorney-client privilege)or other privilege held by Seller, the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group ACRE Companies or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing’s respective Representatives, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in or (iii) otherwise violate any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respect.applicable Laws;

Access to Information. (a) From and after the date of this Agreement until the Closing of Date, each Seller shall (and until shall request its accountants and environmental consultants to), and Chemtura shall cause the seventh anniversary of the date of the ClosingChinese Joint Venture (and shall request its accountants and environmental consultants) to, in connection with any reasonable purpose relating afford to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this Agreement or any of the Related AgreementsPurchaser and its accountants, counsel and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have other Representatives reasonable access, upon reasonable notice and during normal business hours, to all the Company and all relevant personnel, properties, books, contracts, commitments, Tax Returns and records and documents of the Company Business that relate to the Assets (but not including computer records archives and documents stored offsite with any vendorsTax Returns in respect of income generated by such Assets) and during such period shall furnish to the Purchaser any information of the Business relating to (and then only to the extent relating to) the Assets which is reasonably available to the Sellers or the Chinese Joint Venture as the Purchaser may reasonably request; provided that nothing herein will obligate any Seller or Group or the Chinese Joint Venture to (a) take any actions that would unreasonably interrupt the normal course of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein Business (including conducting, or permitting the Purchaser to the contraryconduct, the Company shall not be required to disclose to Seller any environmental sampling or Group testing) or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following violate any Law or the Closing, for so long as Group has beneficial ownership terms of less than 50% but equal any Contract to which any Seller or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company Chinese Joint Venture or any Affiliate of its Affiliates acquired from any director, officer Seller is a party or employee to which any assets of any Seller or the Company Chinese Joint Venture or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases Affiliate of any of the Remaining Shares from Group; Seller are subject, and provided, further, that if any particular document or other item containing information to which the Company will negotiate Purchaser has the terms ofright of access pursuant to this Section 6.1 contains both (y) information related to the Business and (z) other information, then the applicable Seller or the Chinese Joint Venture may, at its option, either (i) provide a copy of such document or item to the Purchaser subject to the Purchaser’s obligations contained herein to keep such other information confidential or (ii) redact (with reasonable promptness) such document or item and requested modifications to, provide the Purchaser with access to such redacted form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided document or item (which redacted form of document or item shall incorporate all information that the changes requested by Purchaser has the prospective purchaser do not alter right to access pursuant to this Section 6.1). Notwithstanding anything to the obligations of the parties thereto contrary contained in this Section 6.1, nothing in this Section 6.1 shall require any material respectparty to provide any other party with books and records or information that constitute Privileged Documents.

Access to Information. (a) From and after the date Agreement Date until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, upon reasonable notice, and until subject to restrictions contained in any confidentiality agreement to which any Group Company is subject, each Group Company shall (i) provide to Acquirer and its authorized representatives during normal business hours (in a manner so as to not unreasonably interfere with the seventh anniversary normal business operations of any Group Company) reasonable access to and the right to inspect all of the date of the Closingreal property, in connection with any reasonable purpose relating properties, assets, premises, Books and Records, Contracts and other documents and data related to the operation of Seller’s or Group’s respective business prior Group Companies; (ii) furnish Acquirer and its representatives with such financial, operating and other data and information related to the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group Companies as Acquirer or any of their respective Affiliates under this Agreement or any its representatives may reasonably request; and (iii) instruct the representatives of the Related Agreements, Unitholders and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite cooperate with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of Acquirer in its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business investigation of the Company. No investigation by Acquirer or other information received by Acquirer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Unitholders or the Company in this Agreement. All of such information shall be treated as “Evaluation Material” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. (b) Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, during the Company period from the Agreement Date hereof until the Closing, none of the Unitholders nor any of their Affiliates (including the Group Companies) shall not be required to disclose to Seller Acquirer or any of its representatives any information (i) to the extent related to the sale or divestiture process conducted by any Unitholder or its Affiliates for the Group Companies vis-à-vis any Person other than Acquirer and its Affiliates, or a Unitholder’s or its Affiliates’ (or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices representatives’) evaluation of the Company business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (ii) if doing so would violate any Contract or Law to which a Unitholder or any of its Affiliates any confidential (including the Group Companies) is a party or proprietary information. (b) The Company agrees that, following is subject or which it reasonably determined upon the Closing, for so long as Group has beneficial ownership advice of less than 50% but equal to or greater than 20% counsel could result in the loss of the Company’s Common Stock, the Company will make available ability to Seller successfully assert attorney-client and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, work product privileges (provided that the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide allow for such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group access or disclosure (or as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any much of its Affiliates acquired from any director, officer as possible) in a manner that does not result in a loss of attorney-client and work product privileges) or employee of the Company (iii) relating to Taxes or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among Tax Returns other things, permitting prospective purchasers to carry out reasonable due diligence with respect than information relating to the Company and by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other shares of Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the parties thereto in any material respectGroup Companies.