Common use of Access Clause in Contracts

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Representatives Parent’s representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiariesthe Acquired Companies’ personnelemployees, customers, vendors, partners, properties, contractsbooks, commitments, books and records and contracts and, during such other period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything ; provided, however, that the Acquired Companies shall not be required to the contrary contained in this Section 5.3(a), permit any document, correspondence or information inspection or other access provided pursuant access, or to this Section 5.3(a) may be redacted or otherwise limited to disclose any information, that in the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations reasonable judgment of the Company or could: (a) result in the disclosure of any trade secrets of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. Third Parties; (b) In the event of (i) an occurrence which would make it reasonably likely that violate any obligation of the conditions set forth in Section 6.2(a)Acquired Companies with respect to confidentiality, Section 6.2(b) non-disclosure or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. privacy; (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither jeopardize protections afforded the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize under the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assetsattorney work product doctrine; (d) violate any Law (it being agreed that, or operation of the businesswith respect to subclauses (a), of the Company or Parent, as applicable, or any of its Subsidiaries or (Bb) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; providedand (c), that in the Parties shall use their reasonable best efforts to cause such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or otherwise limit or affect the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the outcomes described in other transactions contemplated by this Agreement without the foregoing clauses Company’s prior consent (i) such consent not to be unreasonably withheld, conditioned or delayed), and (ii). (d) The parties hereto hereby Parent and Acquisition Sub acknowledge and agree that all information provided to them or their respective Representatives in connection any such contact shall be arranged by and with this Agreement and the consummation a representative of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsparticipating.

Access. (a) For purposes During the period commencing on the date of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours hours, upon reasonable advance notice notice, to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and personnel of the Company and its Subsidiaries and, during such other period, the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything , in each case solely for the purpose of effectuating the Transactions or for reasonable integration planning purposes; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the contrary contained extent that (a) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (b) the Company reasonably determines access to such documents or information would result in this Section 5.3(a)a waiver of any attorney-client privilege, any document, correspondence work product doctrine or other applicable privilege applicable to such documents or information or other (c) such documents or information relate to the evaluation or negotiation of this Agreement, the Transactions or, subject to Section 6.2 and Section 6.3, an Acquisition Proposal or Superior Proposal. In the event that the Company does not provide access provided or information in reliance on clauses (a) or (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate any applicable Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a7.6 (i) shall be (i) conducted in such a manner as that does not to unreasonably interfere unreasonably with the normal operations conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not shall be met or (ii) the Company Board determining in good faith that it could be entitled subject to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives reasonable security measures and insurance requirements. The terms and conditions of the Company and provide the Company with Confidentiality Agreement shall apply to any information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, obtained by Parent or any of its Subsidiaries or (ii) conflict Representatives in connection with any (A) Law applicable investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company or any of its Subsidiaries or the assets, or operation Representatives of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)to prepare any reports, analyses, appraisals or opinions that are not readily available. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to compliance with applicable Laws (including any Public Health Measures), the Company each party shall afford Parent to the other party and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Companyhours, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its such party’s and its Subsidiaries’ personnelofficers, employees, properties, contractsassets, equipment, inventory, operating sites, Contracts, commitments, books and records and records, other than any such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything matters that relate to the contrary contained in negotiation and execution of this Section 5.3(a)Agreement. The foregoing notwithstanding, any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may a party shall not be redacted or otherwise limited to the extent required to prevent disclosure of information concerning afford such access if it would unreasonably disrupt the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company such party or any of its Subsidiaries and (ii) coordinated through the General Counsel Subsidiaries, would cause a violation of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract agreement to which the Company or Parent, as applicable, such party or any of its Subsidiaries is a party, would, in the reasonable judgment of such party, result in a loss of privilege or trade secret protection to such party or by which any of their assets its Subsidiaries or properties are bound; would constitute a violation of any applicable Laws, including any Public Health Measures (provided, that in each case such instances the party withholding shall use its reasonable best efforts to allow for such access shall inform the other party or to make available reasonable and appropriate substitute disclosure arrangements in a way that would not have any of the general nature foregoing effects). Subject to the foregoing restrictions, each party shall be permitted to conduct reasonable inspections, assessments and testing of the information being withheld and, upon the other party’s requestproperties, reasonably cooperate with the other assets, equipment, inventory and operating sites; provided, however, that nothing herein shall authorize any party or its Representative to provide such informationundertake any testing involving invasive techniques, in whole including testing involving sampling of soil, sediment, groundwater, surface water, air or in partbuilding materials, in a manner that would not result in at any of the outcomes described in other party’s or its Subsidiary’s properties, without the foregoing clauses (i) prior written consent of such other party and (ii)provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder. (db) The parties hereto Each party hereby agree agrees that all information provided to them it or their respective any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby by this Agreement shall be governed deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with with, the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19June 28, 20182023, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For During the Pre-Closing Period, the Purchaser will have the right to conduct, during normal business hours and upon reasonable prior notice, such inspections as it may reasonably require for purposes of furthering obtaining the Financing, obtaining requisite Consents and Governmental Approvals, monitoring the business and affairs of the Company and otherwise completing the transactions contemplated herebyhereby with respect to the Company and its business, including all operational, legal, regulatory and financial matters relating to the Company and its business. During the Pre-Closing Period, the Company shall afford Parent permit the Purchaser and its Representatives reasonable access during normal business hours upon reasonable advance notice representatives to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not inspect all of the foregoing, (ii) have reasonable access to interfere unreasonably with the normal operations officers and employees of the Company or any with the prior written consent of its Subsidiaries and Seller (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would discussions shall not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause deemed by the Company to terminate this Agreement in accordance with Section 7.1(i)be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and the Company Board needs will, and will use commercially reasonable efforts to cause such information from the Parent officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives any requests for additional information. All of the Company and provide requirements of this Section 6.2(a) shall be subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to the date hereof to which Seller or the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything is a party to the contrary contained in extent compliance with this Section 5.3, neither 6.2(a) would reasonably be expected to violate the terms of such Contract (it being agreed that the Seller and the Company nor Parent, as applicable, nor shall use its reasonable efforts to comply with this Section 6.2(a) in a manner that does not cause such violation or prohibition) and (C) any restrictions which the Company reasonably believes upon the advice of its Subsidiaries shall be required outside counsel are necessary to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize preserve the attorney-client privilege of the Company. (b) During the Pre-Closing Period, the Company or Parentwill have the right to conduct, during normal business hours and upon reasonable prior notice, such inspections as applicableit may reasonably require for purposes of obtaining requisite Consents and Governmental Approvals, or any monitoring the business and affairs of Parent and otherwise completing the transactions contemplated hereby with respect to the Parent Companies and their respective businesses, including all operational, legal, regulatory and financial matters relating to the Parent Companies and their respective businesses. During the Pre-Closing Period, Parent shall and shall cause its Subsidiaries or to, permit the Company and its representatives to (i) inspect all of the foregoing, (ii) conflict with any (A) Law applicable have reasonable access to the Company officers and employees of such entity with the prior written consent of Parent or any of its Subsidiaries Subsidiaries, as applicable (which discussions shall not be deemed by Parent or the assets, or operation Purchaser to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the businessforegoing, of the Company or Parentand Parent shall, as applicableand shall use commercially reasonable efforts to cause such officers, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the employees and other party of the general nature of the information being withheld and, upon the other party’s requestPersons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information hereunder. All of the other requirements of this Section 6.2(b) shall be subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to the date hereof to which any Parent Company is a party to provide the extent compliance with this Section 6.2(b) would reasonably be expected to violate the terms of such information, in whole or in part, Contract (it being agreed that Parent and the Purchaser shall use their reasonable efforts to comply with this Section 6.2(b) in a manner that would does not result in any of the outcomes described in the foregoing clauses (icause such violation or prohibition) and (ii)C) any restrictions which Parent reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege of any Purchaser Company. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) Patheon shall provide the Client with reasonable access at mutually agreeable times to its Manufacturing Site in which the Product is manufactured, stored, handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Product and those associated with the general facilities, equipment, or procedures required for compliance with cGMPs or DEA requirements. For purposes of furthering the transactions contemplated herebygreater certainty, the Company shall afford Parent and its Representatives reasonable right of access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained provided in this Section 5.3(a)7.5 shall not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the right for the Client to have similar inspection rights with respect to all third party suppliers used by Patheon to provide the Components. If deficiencies are found by the Client during the course of such inspections, any documentthe parties will promptly meet to discuss and resolve them, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could Client will be entitled to make a Company Adverse Recommendation Change pursuant reasonable follow up inspections to Section 5.4(emonitor correction of the deficiencies. Patheon shall notify the Client of any inspections by, or communications with, any governmental agency involving the Product. Patheon shall furnish to the Client all material information supplied to, or supplied by, such regulatory Authority or third party supplier to the extent that such report relates to Product, or the ability of Patheon to supply such Product, within three (3) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs Business Days of their receipt of such information from the Parent to make such determination, at the Company’s request, Representatives or delivery of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result as the case may be. Patheon will promptly correct any deficiencies noted by governmental agencies in any of the outcomes described in the foregoing clauses (i) and (ii)such inspections. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering During the transactions contemplated herebyPre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Company shall Sold Companies to, afford Parent to Buyer and its Representatives authorized Representatives, reasonable access during normal business hours and upon prior reasonable advance written notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective TimeSeller, to its and its Subsidiaries’ personnelthe officers, properties, contracts, commitments, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose any information to Buyer if such other information concerning its businessdisclosure would be reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is bound; provided, properties however, that Seller shall and personnel as Parent may reasonably requestshall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in this Section 5.3(a)5.6, any documentduring the Pre-Closing Period, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such a manner as consent not to interfere be unreasonably with the normal operations of the Company withheld, conditioned or any of its Subsidiaries delayed), and (ii) coordinated through the General Counsel Buyer shall have no right to perform invasive or subsurface investigations of the Company properties or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any facilities of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) Sold Companies without the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives prior written consent of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoingSeller. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering During the transactions contemplated herebyPre-Closing Period, the Company shall, and shall afford Parent cause its Subsidiaries and its their respective officers, directors, employees and other Representatives reasonable access during normal business hours to, upon Parent’s reasonable advance notice to the Company, throughout provide the period from the date hereof until the earlier officers, employees, agents and other Representatives of the termination of this Agreement Parent and the Effective TimeMerger Sub reasonable access during normal business hours, to its and its Subsidiaries’ personnelthe officers, employees, Representatives, properties, contractsfacilities, commitmentsbooks, books records, contracts and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives assets of the Company and provide its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably requested request that is in connection with the foregoing. (c) Notwithstanding anything to possession and custody or control of the contrary contained Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i5.5(a) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to will require the Company or any of its Subsidiaries or the assetsany of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, or operation of the business, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or Parentwaiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (y) and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as applicable, promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of its the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or (B) Contract to which the Company or Takeover Inquiry except as otherwise required herein. Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) Merger Sub and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives officers, employees and agents will hold any such information in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed confidence in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable notice, the Company shall afford Parent and its Representatives reasonable access access, during normal business hours upon reasonable advance prior notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its the Company’s and its Subsidiaries’ Subsidiaries personnel, properties, contracts, commitments, filings with Governmental Entities and books and records and and, during such other period, the Company shall furnish promptly to Parent all available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything to ; provided, however, that the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Company shall not be redacted or otherwise limited to the extent required to prevent permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company with respect to confidentiality or privacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (iior its applicable Representative) coordinated through the General Counsel access to such information. All information obtained by or provided to Parent and its Representatives pursuant to this Agreement shall be treated as “Evaluation Material” of the Company or a designee thereoffor purposes of the Confidentiality Agreement. (b) In Upon reasonable notice, Parent shall afford the event Company and its Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) an occurrence which would make it reasonably likely that violate any obligation of the conditions set forth in Section 6.2(a), Section 6.2(b) Parent with respect to confidentiality or Section 6.2(c) would not be met or privacy; (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the jeopardize protections afforded Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the Company or Parent, as applicable, valuation of Parent or any of its Subsidiaries or (ii) conflict with any (A) Law applicable personal information that would expose Parent to the Company or any risk of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are boundliability; provided, provided that in such instances the party withholding access each case Parent shall inform the other party Company of the general nature of the information being withheld andwithheld, upon and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the other party’s request, reasonably cooperate with the other party Company (or its Representatives) access to provide such information, in whole . All information obtained by or in part, in a manner provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Evaluation Material” of Parent for purposes of the Confidentiality Agreement. (c) To the extent that would not result in any of the outcomes described information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the foregoing clauses (i) confidentiality of such material or its continued protection under to the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and (ii)under the joint defense doctrine. (d) The parties hereto hereby agree that all No exchange of information provided or investigation by Parent or its Representatives shall affect or be deemed to them affect, modify or their respective Representatives in connection with this Agreement waive the representations and the consummation warranties of the transactions contemplated hereby shall be governed Company set forth in accordance with the Confidentiality and Non-Disclosure this Agreement, dated as . No exchange of March 19, 2018, between information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and Concentrix Corporation (the “Confidentiality warranties of Parent set forth in this Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to applicable Law, the Company shall, and shall cause the other Acquired Companies and their respective Representatives to afford Parent and its Representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its properties, books, Contracts and records and, during such period, the Company shall (and shall cause the other Acquired Companies and their respective Representatives to) furnish promptly to Parent and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other Representatives all information concerning its the Acquired Companies’ business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a)be requested, any document, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a) may 7.6 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent and provided, further, that the Mergers foregoing shall not require such party (a) to permit any inspection, or other similarly confidential to disclose any information, that in the reasonable judgment of Company, would result in the disclosure of any trade secrets of third parties or competitively sensitive informationviolate any of the Acquired Companies’ obligations with respect to confidentiality if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or to seek reasonable alternative means for the sharing of such information or (b) to disclose any privileged information of such party or any of its Subsidiaries. All access requests for information made pursuant to this Section 5.3(a) 7.6 shall be (i) conducted in such a manner as not directed to interfere unreasonably with the normal operations an executive officer of the Company or such Person as may be designated by such executive officer, as the case may be. All such information shall be governed by the terms of the Confidentiality Agreement. Prior to the Effective Time, the Company shall, and shall cause the Representatives of each of the Acquired Companies to, permit Parent’s officers and other Representatives to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company to discuss such matters as Parent may deem necessary or appropriate. Without limiting the generality of any of its Subsidiaries the foregoing, but subject to applicable United States and foreign antitrust and competition Laws, prior to the Effective Time, the Company shall promptly provide Parent with copies of: (a) all material operating and financial reports prepared by the Acquired Companies for the Company’s senior management, including: (i) copies of the unaudited monthly consolidated balance sheets of the Acquired Companies and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; and (ii) coordinated through copies of any marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the General Counsel of the Company or a designee thereof.Company’s senior management; (b) In any written materials or communications sent by or on behalf of the event Company to its stockholders; (c) any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and that is of (ithe type sent in the ordinary course of business) an occurrence which would make it reasonably likely that sent by or on behalf of any of the conditions set forth in Section 6.2(a), Section 6.2(b) Acquired Companies to any party to any Company Contract that constitutes a Material Contract or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled sent to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives any of the Acquired Companies by any party to any Company and provide Contract that constitutes a Material Contract; (d) any notice, report or other document filed with or sent to any Governmental Entity on behalf of any of the Company with information reasonably requested Acquired Companies in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, Merger or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld Contemplated Transactions; and (e) any material notice, upon the report or other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in document received by any of the outcomes described in the foregoing clauses (i) and (ii)Acquired Companies from any Governmental Entity. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable notice, the Company shall afford Parent Parent’s officers and its Representatives other authorized representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiariesthe Acquired Entities’ personnel, properties, contracts, commitments, books and records records, and personnel, and, during such other period, the Company shall cause to be furnished promptly to Parent all readily available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything to ; provided, however, that the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Company shall not be redacted or otherwise limited to the extent required to prevent disclosure of permit any inspection, or to disclose any information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b4.5 of the Company Disclosure Schedule or that in the reasonable judgment of the Company would: (i) result in the disclosure of any trade secrets of third parties or Section 6.2(c) would not be met or violate any obligation of any of the Acquired Entities with respect to confidentiality; (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives jeopardize protections afforded any of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize Acquired Entities under the attorney-client privilege or the attorney work product doctrine; (iii) materially interfere with the conduct of the Company or Parent, as applicable, or any business of its Subsidiaries the Acquired Entities; or (iiiv) conflict include information that identifies specific customers or other confidential information with respect to any specific customer relationship (Aprovided that in the case that any such access or disclosure is limited for the reasons described in clause (iv), from and after the No-Shop Period Start Date (or, if the Company continues in discussions with an Exempted Person following the No-Shop Period Start Date, following the Cut-Off Date), Parent and the Company each agree to use reasonable best efforts to establish a process that (through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and the Company) Law applicable will provide Parent with timely access to the Company or any of its Subsidiaries or fullest extent possible to the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature substance of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party described in this Section 4.5). All information obtained by Parent and its representatives pursuant to provide such information, in whole or in part, in a manner that would not result in any this Section 4.5 shall be treated as “Evaluation Material” for purposes of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For Subject to compliance with applicable Laws, each of the Company and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the other party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the Merger and the other transactions contemplated herebyhereby or integration planning relating thereto, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon hours, on reasonable advance notice to the Companyof not less than two Business Days, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its the other party’s and its Subsidiaries’ businesses, properties, personnel, propertiesagents, contracts, commitments, books and records records, other than any such matters that relate to the negotiation and such execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or any Company Alternative Proposal and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything be requested by the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to compliance with applicable Laws, throughout the period from the Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing Disposition), the Company shall (and shall cause its Subsidiaries to) (i) afford to Parent and its Representatives reasonable access, for purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, to the contrary contained in this Section 5.3(a)Company’s and its Subsidiaries’ businesses, any documentproperties, correspondence or information or personnel, agents, contracts, commitments, books and records, and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the CompanyCompany and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, Parent and the Mergers (B) all reports or other similarly confidential or competitively sensitive information. All access information concerning the Company and its Subsidiaries provided to third parties pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations terms of any outstanding indebtedness of the Company or any of its Subsidiaries and (iiC) coordinated through all other information concerning the General Counsel Company’s business, properties and personnel as may reasonably be requested by the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to the extent access to any information of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of its Subsidiaries requires the conditions set forth in Section 6.2(a)entry of a protective order by the STB, Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could or its applicable Subsidiary shall be entitled required to make a Company Adverse Recommendation Change pursuant grant such access only if such order is obtained, subject to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs terms of such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoingorder. (c) Notwithstanding anything to the contrary contained in The foregoing provisions of this Section 5.35.3 notwithstanding, neither the Company nor ParentParent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, as applicable, nor would cause a violation of any agreement to which such party or any of its Subsidiaries shall be required is a party, would result in a loss of privilege or trade secret protection to provide such party or any accessof its Subsidiaries, or make available any document, correspondence or information, if doing so would, would result in the judgment disclosure of its legal counselany information in connection with any litigation or similar dispute between the parties hereto, (i) jeopardize would constitute a violation of any applicable Law or result in the attorney-client privilege disclosure of any personal information that would expose the such party to the risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the foregoing sentence, the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of as to the general nature of the information what is being withheld andand the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, upon including through the other party’s request, reasonably cooperate with use of reasonable best efforts to (i) obtain the other required consent or waiver of any third party required to provide such information, in whole or in part, information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner that would not result in any to remove the basis for the objection, including by arrangement of the outcomes described appropriate clean room procedures (including as set forth in the foregoing clauses (i) and (iiClean Team Agreement), if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (d) The parties hereto Each of the Company and Parent hereby agree agrees that all information provided to them it or their respective any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed deemed to be “Confidential Information”, as such term is used in, and shall be treated in accordance with with, the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19April 26, 20182021, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of April 26, 2021, between the Company and Parent (the “Clean Team Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyby this Agreement and upon reasonable prior notice, the Company shall afford Parent and its Representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from prior to the date hereof until the earlier of the termination of this Agreement and the First Effective Time, to its the Company’s and its the Company Subsidiaries’ personnel, properties, contractsContracts, commitments, filings with Governmental Entities and books and records and and, during such other period, the Company shall furnish promptly to Parent all available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything to ; provided, however, that the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Company shall not be redacted or otherwise limited to the extent required to prevent permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company with respect to confidentiality or privacy; (ii) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of the Company or any of the Company Subsidiaries; (iii) jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the CompanyCompany or any of the Company Subsidiaries or personal information that would expose the Company to the risk of liability; or (vi) cause a material breach of, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access material default pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of to, any binding agreement entered into by the Company or any of its Subsidiaries and (ii) coordinated through Company Subsidiary; provided that in each case the General Counsel Company shall inform Parent of the Company nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (or a designee thereofits applicable Representative) access to such information. (b) In For purposes of furthering the event transactions contemplated by this Agreement and upon reasonable prior notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to the First Effective Time, to Parent’s and the Parent Subsidiaries’ personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) an occurrence which would make it reasonably likely that violate any obligation of Parent with respect to confidentiality or privacy; (ii) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of Parent or any of the conditions set forth Parent Subsidiaries; (iii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in Section 6.2(a)the disclosure of any trade secrets of any third parties, Section 6.2(b) competitively sensitive information, information concerning the valuation of Parent or Section 6.2(c) any of the Parent Subsidiaries or personal information that would not be met expose Parent to the risk of liability; or (iivi) cause a material breach of, or material default pursuant to, any binding agreement entered into by Parent or any Parent Subsidiary; provided that in each case Parent shall inform the Company Board determining in good faith that it could be entitled of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause alternative arrangements that would allow the Company (or its applicable Representatives) access to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoinginformation. (c) Notwithstanding anything to To the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor extent that any of its Subsidiaries shall be required the information or material furnished pursuant to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize this Agreement may include material subject to the attorney-client privilege of the Company or Parentprivilege, as applicable, work product doctrine or any other applicable privilege, the parties hereto understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its Subsidiaries or (ii) conflict with any (A) Law applicable to continued protection under the Company attorney-client privilege, work product doctrine or any of its Subsidiaries or other applicable privilege. All such information that is entitled to protection under the assetsattorney-client privilege, or operation of the business, of the Company or Parent, as applicable, work product doctrine or any of its Subsidiaries or (B) Contract other applicable privilege shall remain entitled to which such protection under these privileges, this Agreement, and under the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)joint defense doctrine. (d) The In no event shall the work papers of any of the parties hereto hereby agree that all and their respective Subsidiaries’ independent accountants and auditors be accessible to any other party hereto or any of its Representatives unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. (e) All information provided to them by the Company or Parent or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed held in confidence in accordance with the Confidentiality Agreement. (f) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and Non-Disclosure Agreement, dated as warranties of March 19, 2018, between the Company set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and Concentrix Corporation (the “Confidentiality warranties of Parent set forth in this Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes From the date of furthering this Agreement to the transactions contemplated herebyEffective Time, the Company shall, and shall afford cause each of its subsidiaries and each of their respective Representatives to use reasonable efforts to: (i) provide to Parent and its Merger Sub and their respective Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations operation of the business conducted by the Company or any of its subsidiaries, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices and other facilities of the Company and its subsidiaries and to the books and records thereof; and (ii) furnish promptly to Parent and Merger Sub and their respective Representatives such information concerning the business, properties, contracts, assets and liabilities of the Company and its subsidiaries as Parent and Merger Sub or their respective Representatives may reasonably request; provided that the foregoing shall not require the Company or any of its subsidiaries or Representatives to furnish any such materials that are otherwise publicly available; provided, further, that the Company shall not be required to (or to cause any of its subsidiaries to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in a loss of attorney-client privilege or work-product protection; (B) violate any obligations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of its subsidiaries is a party; or (C) breach, contravene, or violate any applicable law (including the conditions set forth HSR Act or any other antitrust or competition law); provided, further, that the Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to allow such information to be disclosed to Parent, Merger Sub and their respective Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in Section 6.2(aa manner that does not result in a breach of clauses (A), Section 6.2(b(B) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change C), including pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company use of “clean room” arrangements pursuant to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, which Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) could be provided access to such information). Notwithstanding anything to the contrary contained in this Section 5.3Agreement to the contrary, neither the Company nor Parent, as applicable, nor any of its Subsidiaries party shall be required to provide any access, access or make available any document, correspondence disclosure to the other pursuant to this Section 5.02 to the extent such access or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable information is reasonably pertinent to a litigation where the Company or any of its Subsidiaries or affiliates, on the assetsone hand, or operation of the business, of the Company or Parent, as applicable, and Parent or any of its Subsidiaries or (B) Contract to which affiliates, on the other hand, are adverse parties. Parent and the Company or Parentmay, as applicableeach deems advisable and necessary, or reasonably designate any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform competitively sensitive material to be provided to the other party under this Section 5.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside counsel of the general nature recipient and will not be disclosed by such outside counsel to employees, officers or directors of the information being withheld andrecipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, upon as the other partycase may be) or its legal counsel. Any access to the Company’s request, reasonably cooperate properties shall not unreasonably interfere with the other party operations thereon, shall be subject to provide such informationthe Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” environmental testing. Notwithstanding the foregoing, in whole or in part, in a manner that would not result in any access to any Leased Real Property shall be subject to the Company’s reasonable security measures and the insurance requirements of the outcomes described in applicable Lease and shall not include the foregoing clauses (i) and (ii)right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any environmental site assessment. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes In order to facilitate consummation of furthering the transactions contemplated herebyTransactions, the Company Parties hereby agree that upon reasonable request to an executive officer of P&O Princess or Carnival, as the case may be, designated for the purpose, and except as may otherwise be required by applicable Law, each Party shall (and shall cause its Subsidiaries to) afford Parent and its the other Party's Representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, each shall (and such shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may be requested by the other Party which it reasonably request. Notwithstanding anything requires in order to investigate and confirm the contrary contained in this Section 5.3(a), any document, correspondence or accuracy of such Party's representations and warranties and the satisfaction of the conditions to Closing relating thereto; provided that no receipt of information or other access provided pursuant to this Section 5.3(a) shall affect or be deemed to modify any representation or warranty made by Carnival or P&O Princess hereunder; and provided, further that the foregoing shall not require Carnival or P&O Princess to permit any inquiry, or to disclose any information, that in the reasonable judgment of Carnival or P&O Princess, as the case may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Companybe, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be would (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company violate any antitrust or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met competition Law or (ii) result in the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) disclosure of any trade secrets of third parties or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor violate any of its Subsidiaries shall be required obligations with respect to provide any access, confidentiality to third parties if Carnival or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or ParentP&O Princess, as applicablethe case may be, or any shall have used reasonable efforts to obtain the consent of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other third party to provide such information, in whole inspection or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all disclosure. All such information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated as of March 19October 11, 20182002, between the Company and Concentrix Corporation Parties (the “"Confidentiality Agreement”"), which shall continue including without limitation all such information disclosed in full force and effect in accordance with its termsthe Disclosure Letters.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to compliance with applicable Law, the Company shall afford to Parent and its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) and Parent’s financing sources and their Representatives reasonable access during normal business hours upon reasonable advance notice to the Companyhours, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its the Company’s and its Subsidiaries’ personnel, properties, contractsContracts, commitments, books and records and, during such period, the Company shall, and such other shall cause its Subsidiaries to, furnish promptly to Parent and its Representatives and Parent’s financing sources and their Representatives all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access be requested; provided that no investigation pursuant to this Section 5.3(a) may 6.2 shall be redacted deemed to modify any representation or otherwise limited to warranty made by the extent Company herein. The foregoing notwithstanding, the Company shall not be required to prevent disclosure of afford such access or furnish such information concerning if it would unreasonably disrupt the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company Subsidiaries, would unreasonably disrupt or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at risk materially delaying the Company’s requestcompletion of restatements of its historical financial statements, Representatives of Parent will meet with Representatives would cause a violation of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything confidentiality provisions of any Contract to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or would constitute a violation of any applicable Law. At the assetsrequest of Parent, or operation through the period prior to the earlier of the businessEffective Time and the Acceptance Date, the Company shall use its reasonable best efforts (which shall not include any obligation to pay any fee or incur any liability or obligation to any third party) to obtain waivers from person who are parties to Contracts with the Company or its Subsidiaries that contain confidentiality provisions in order for Parent to be provided reasonable access to such Contracts. Without limiting the foregoing, the Company shall keep Parent apprised on a reasonably prompt basis of material developments relating to the Restatement and Related Matters and shall provide Parent two (2) Business Days’ advanced notice of the time the Company becomes Current (as defined in Annex I). If at any time the Company believes that it will not achieve the revenue, EBITDA or cash flow projections set forth in the 2007 quarterly plan attached to Section 6.2(a) of the Company or ParentDisclosure Schedule, as applicable, or any of its Subsidiaries or (B) Contract it will promptly notify and consult in good faith with Parent with respect to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party anticipated failure to provide achieve such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)projections. (db) The parties hereto Parent hereby agree agrees that all information provided to them it or their respective its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with with, the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19September 28, 20182006, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access At all times during normal business hours upon reasonable advance notice to the Company, throughout the period from commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective TimeClosing, the Company will afford the Purchaser reasonable access, consistent with applicable Law, during normal business hours, upon reasonable advance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to its and its Subsidiaries’ personnel, the properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and except that the Mergers Company may restrict or otherwise prohibit access to any documents or information to the extent that: (a) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other similarly confidential privilege applicable to such documents or competitively sensitive information. All access pursuant ; (c) such disclosure relates to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably interactions with the normal operations other prospective buyers or transaction partners of the Company or any the negotiation of its Subsidiaries this Agreement and (ii) coordinated through the General Counsel transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Company Transactions or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth transactions contemplated hereby, in Section 6.2(a)each case, Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled subject to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries which shall not be required limited by this Section 6.7(c); (d) access to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) a Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which otherwise bound would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (e) access would result in the disclosure of any trade secrets of their assets third Persons; or properties (f) such documents or information are bound; providedreasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, that in such instances on the party withholding access shall inform one hand, and the Purchaser and its Affiliates, on the other party of hand; provided that the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party Company shall use reasonable best efforts to provide such information, in whole documents or in part, information in a manner that would does not violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to cease to benefit from legal privilege, including by redacting or obtaining consent in connection therewith. Nothing in this Section 6.7 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 6.7 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the outcomes described Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by the Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.7; provided that, notwithstanding any provision to the contrary in the foregoing clauses (i) Confidentiality Agreement, the Purchaser and (ii). (d) The parties hereto hereby agree any of its Representatives shall be permitted to disclose to the Other Purchasers and their respective Representatives any information of the Company and discuss with the Other Purchasers and their respective Representatives any information of the Company, in each case, including in connection with the Transactions or any other Acquisition Proposal, except that all information provided the Purchaser or its Representatives shall not disclose to them the Other Purchasers or their respective Representatives any Company information that is competitively sensitive and is designated in connection with this Agreement writing by the Company to be for such Purchaser’s access only (or that otherwise directly relates only to commercial matters or arrangements of the Company in the ordinary course of business (and not the Transaction or any Acquisition Proposal) and, notwithstanding the foregoing, would otherwise be prohibited to be disclosed by the Purchaser or its applicable Affiliates pursuant to another confidentiality agreement between the Purchaser or its Affiliates and the consummation Company or its Affiliates). All requests for access pursuant to this Section 6.7 must be directed to the General Counsel of the transactions contemplated hereby shall be governed Company, or another person designated in accordance with writing by the Company. Notwithstanding any provision to the contrary in the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (Confidentiality Agreement shall automatically terminate at the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsClosing.

Access. (a) For purposes At all times during the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to ‎Article IX and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent and its Representatives reasonable access during normal business hours hours, upon reasonable advance notice notice, to the Companyproperties, throughout books and records and personnel of the period Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel as Parent may reasonably request, including (a) any report, schedule and other document filed or furnished by it with the SEC and any material communication (including “comment letters”) received by the Company from the SEC in respect of such filings, and (b) internal monthly consolidated financial statements of the Company and its Subsidiaries, to the extent prepared in the ordinary course of business consistent with past practice; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this ‎Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the first proviso in the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to general status of the extent required to prevent disclosure of information concerning the valuation ongoing operations of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access Any investigation conducted pursuant to the access contemplated by this Section 5.3(a) ‎Section 5.4 shall be (i) conducted in such a manner as that does not to unreasonably interfere unreasonably with the normal operations conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled Subsidiaries. Any access to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives properties shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. The terms and conditions of the Company and provide the Company with Confidentiality Agreement shall apply to any information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, obtained by Parent or any of its Subsidiaries Representatives or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives employees in connection with any investigation conducted pursuant to the access contemplated by this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms‎Section 5.4.

Access. The Company agrees that upon reasonable notice, and except as may otherwise be prohibited by applicable Law, it shall (aand shall cause its Subsidiaries to) For purposes of furthering the transactions contemplated herebyafford Acquirer’s officers, the Company shall afford Parent directors, employees, counsel, accountants, financial advisors, investment bankers and its Representatives other authorized representatives (“Representatives”) reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its executive officers, to its properties, books, contracts and records, Tax Returns and all other material relating to Taxes of the Company or any of its Subsidiaries’ personnel, propertiesand, contractsduring such period, commitments, books the Company shall (and records and such other shall cause its Subsidiaries to) furnish promptly to Acquirer all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access be requested; provided that no investigation pursuant to this Section 5.3(a) may 6.02 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent Acquirer or Merger Sub in this Agreement. The Company shall furnish promptly to Acquirer a copy of each report, schedule, registration statement and the Mergers other document filed by it or other similarly confidential or competitively sensitive information. All access its Subsidiaries during such period pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations requirements of the Company federal or any state securities Laws. Each of its Subsidiaries Acquirer and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)Merger Sub will, and the Company Board needs will cause their Representatives to, hold any such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed confidence in accordance with the terms of the Confidentiality and Non-Disclosure Agreement, Agreement dated as of March 19December 15, 2018, 2005 by and between Acquirer and the Company and Concentrix Corporation (the “Confidentiality Agreement”). Except as otherwise agreed to by the Company, which and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement shall continue in full force and effect in accordance with apply to all information furnished to any of Acquirer’s Representatives by Company or its termsRepresentatives hereunder or thereunder.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable notice, and except as may otherwise be required by applicable law, the Company shall (and shall cause its Subsidiaries to) afford Parent Parent's officers, employees, counsel, accountants and its Representatives reasonable access other authorized representatives ("Representatives") access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its the Company's and its Subsidiaries’ personnel' management, properties, contractsbooks, commitments, books contracts and records and, during such period, shall (and such other shall cause its Subsidiaries to) furnish promptly to Parent all information concerning the Company's and its Subsidiaries' business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a)be requested, any document, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a) may shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent and provided, further, that the Mergers foregoing shall not require the Company to permit any inspection, or other similarly confidential to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or competitively sensitive informationviolate any of its obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All access requests for information made pursuant to this Section 5.3(a6.7(a) shall be (i) conducted in such a manner as not directed to interfere unreasonably with the normal operations an executive officer of the Company or any such Person as may be designated by the Company's officers. All such information, and all information obtained pursuant to the immediately preceding paragraph, shall be governed by the terms of the Confidentiality Agreement (as hereinafter defined). The Company will provide, and will cause its Subsidiaries to provide, to Parent all information relating to financial and (ii) coordinated through the General Counsel market conduct examinations or other investigations by any Governmental Entity of the Company and/or its Subsidiaries, including, but not limited to, copies of all correspondence with any Governmental Entity. The Company and its Subsidiaries will notify Parent of any meetings or communications with any Governmental Entity on market conduct or financial examinations and related issues and will permit representatives of the Parent to participate in all conference calls or meetings relating to such examinations or investigations. In addition, the Company and its Subsidiaries will take all actions, including waiving any confidentiality restrictions, that may be necessary or required to allow any Governmental Entity to discuss all aspects of their examinations and/or investigations with Parent; provided, that a designee thereofrepresentative of the Company shall be given the opportunity to be present during any such discussions. Prior to the Effective Time, the Company will use its best efforts to resolve in a manner reasonably acceptable to Parent any regulatory compliance issues, including, without limitation, issues arising out of market conduct examinations. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)Upon reasonable notice, and the Company Board needs such information from the except as may otherwise be required by applicable law, Parent to make such determination, at shall afford the Company’s request, 's Representatives of Parent will meet with Representatives of the Company and provide the Company with information such access as is reasonably requested in connection with the foregoing. (c) Notwithstanding anything giving due consideration to the contrary size and capitalization of, and availability of public information concerning, Parent and the pricing and other terms contained in this Agreement), during normal business hours throughout the period prior to the Effective Time, to a limited number of Parent's management personnel and all relevant books and records, provided that no investigation pursuant to this Section 5.3, neither the Company nor shall affect or be deemed to modify any representation or warranty made by Parent, as applicableand provided, nor further, that the foregoing shall not require Parent to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent would result in the disclosure of any trade secrets of third parties or violate any of its Subsidiaries obligations with respect to confidentiality. All requests for information made pursuant to this Section 6.7(b) shall be required directed to provide any access, an executive officer of Parent or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or such Person as may be designated by Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in 's officers. All such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated Agreement (as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”hereinafter defined), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes In order to facilitate consummation of furthering the Merger and the other transactions contemplated herebyby this Agreement, the Company Parties hereby agree that upon reasonable request to any executive officer of BP Amoco or ARCO, as the case may be, designated for the purpose, and except as may otherwise be required by applicable Law, BP Amoco and ARCO each shall (and shall cause its Subsidiaries to) afford Parent and its Representatives the other's officers, employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, each shall (and such shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a)be requested, any document, correspondence or provided that no receipt of information or other access provided pursuant to this Section 5.3(a) shall affect or be deemed to modify any representation or warranty made by BP Amoco or ARCO hereunder, and provided, further, that the foregoing shall not require BP Amoco or ARCO to permit any inquiry, or to disclose any information, that in the reasonable judgment of BP Amoco or ARCO, as the case may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Companybe, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be would (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company violate any antitrust or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met competition Law or (ii) result in the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) disclosure of any trade secrets of third parties or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor violate any of its Subsidiaries shall be required obligations with respect to provide any access, confidentiality to third parties unless the consent of such third party is obtained (and BP Amoco or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or ParentARCO, as applicablethe case may be, or any shall use its reasonable efforts to obtain the consent of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other third party to provide such information, in whole inspection or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (iidisclosure). (d) The parties hereto hereby agree that all . All such information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated as of March 19January 28, 20181999, between the Company BP Amoco and Concentrix Corporation ARCO (the “"Confidentiality Agreement”"), which shall continue including without limitation all such information disclosed in full force and effect in accordance with its termsthe Disclosure Letters.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Representatives Parent’s representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiariesthe Acquired Companies’ personnelemployees, customers, vendors, partners, properties, contractsbooks, commitmentsreal properties, books and records and contracts and, during such other period, the Company shall furnish promptly to Parent all available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything ; provided, however, that the Acquired Companies shall not be required to the contrary contained in this Section 5.3(a), permit any document, correspondence or information inspection or other access provided pursuant access, or to this Section 5.3(a) may be redacted or otherwise limited to disclose any information, that in the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations reasonable judgment of the Company or could: (a) result in the disclosure of any trade secrets of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. Third Parties; (b) In the event of (i) an occurrence which would make it reasonably likely that violate any obligation of the conditions set forth in Section 6.2(a)Acquired Companies with respect to confidentiality, Section 6.2(b) non-disclosure or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. privacy; (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither jeopardize protections afforded the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize under the attorney-client privilege of or the Company or Parentattorney work product doctrine; (d) violate any Law (it being agreed that, as applicablewith respect to clauses (a), or any of its Subsidiaries (b), (c) or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; providedd), that in the Parties shall use their reasonable best efforts to cause such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, be provided in a manner that would not result in such jeopardy, contravention or violation); or (e) materially interfere with the conduct of the Acquired Companies’ business. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty in this Agreement of any Party or otherwise limit or affect the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the Chief Executive Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Offer, the Merger or any of the outcomes described in other transactions contemplated by this Agreement without the foregoing clauses Company’s prior consent (i) such consent not to be unreasonably withheld, conditioned or delayed), and (ii). (d) The parties hereto hereby Parent and Acquisition Sub acknowledge and agree that all information provided to them or their respective Representatives in connection any such contact shall be arranged by and with this Agreement and the consummation a representative of the transactions contemplated hereby Company participating. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be governed in accordance with treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Prior to the Closing and subject to applicable Laws, Investor shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the properties, management, businesses and operations of furthering the Group Companies and such examination of the books and records of the Group Companies as it reasonably requests in connection with the transactions contemplated herebyby this Agreement (including Tax Returns and Tax work papers). Any such access and examination shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Trailblazer shall cause the Company shall afford Parent Group Companies to use their respective commercially reasonable efforts to cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Group Companies to reasonably cooperate with Investor in connection with such access and examination, and each of Investor and its Representatives shall reasonably cooperate with the Group Companies and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives and shall use their commercially reasonable access during normal business hours upon reasonable advance notice efforts to minimize any disruption to the Companybusiness. Notwithstanding anything herein to the contrary, throughout no such access or examination shall be permitted to the period from the date hereof until the earlier extent that it would, as determined by Trailblazer upon advice of counsel, require any of the termination Group Companies to disclose information subject to attorney client privilege or conflict with any confidentiality obligations to which any Group Company is bound; provided, however, that Trailblazer shall cause the Group Companies to use their respective commercially reasonable efforts to obtain a waiver of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and any such other information concerning its business, properties and personnel as Parent may reasonably confidentiality obligations upon Investor’s reasonable prior written request. Notwithstanding anything to the contrary contained in this Section 5.3(aherein, (x) without the prior written consent of Trailblazer (which consent may not be unreasonably withheld, conditioned or delayed), Investor shall not, and shall cause its officers, employees, legal advisors, consultants, agents, accountants and other Representatives not to, contact any documentsupplier, correspondence customer, independent contractor, landlord, lessor, bank, any Person with whom any Group Company has or information has had a business relationship or other access lender or Representative of or to the Group Companies with respect to any Group Company or the transactions contemplated by this Agreement; provided that Trailblazer shall have the right to have one or more Representatives present during any such contact in the event that it consents to such contact, and (y) neither Investor nor its Representatives shall have any right to perform invasive or subsurface investigations of the properties or facilities of any Group Company without the prior written consent of Trailblazer (which consent may be withheld for any or no reason). Trailblazer does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.3(a5.5(a) and none of Investor and/or any other Person may be redacted or otherwise limited to rely on the extent required to prevent disclosure accuracy of information concerning the valuation of the Companyany such information, Parent other than as expressly set forth in Trailblazer’s representations and the Mergers or other similarly confidential or competitively sensitive information. All access warranties contained in Article II; provided that no investigation pursuant to this Section 5.3(a5.5(a) by Investor or its Representatives shall be (i) conducted in such a manner as not deemed to interfere unreasonably with the normal operations of the Company or modify any of its Subsidiaries Trailblazer’s representations and (ii) coordinated through the General Counsel of the Company or a designee thereofwarranties contained in Article II. (b) In Investor acknowledges that the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives Investor in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with is subject to the terms of the Mutual Confidentiality and Non-Disclosure AgreementAgreement between Groupon and KKR Asia Limited, a Hong Kong Company, dated as of March 19December 18, 20182014 and the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and Anchor Equity Partners (Asia) Ltd., between dated as of November 24, 2014, as either of such agreements may be amended or supplemented, the Company and Concentrix Corporation terms (the “Confidentiality Agreement”), including of any amendments or supplements) of which shall continue in full force and effect in accordance with its termsare incorporated herein by reference.

Access. (a) For purposes of furthering the transactions contemplated hereby, the The Company shall afford to Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors, prospective financing sources and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours upon reasonable advance notice to the Companyhours, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its and its Subsidiaries’ personnelofficers, employees, properties, contracts, commitments, books and records and such any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, operating and other data and information concerning as Parent, through its businessofficers, properties and personnel as Parent employees or other authorized Representatives, may from time to time reasonably requestrequest in writing. Notwithstanding anything to the contrary contained in this Section 5.3(a)foregoing, any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may the Company shall not be redacted or otherwise limited to the extent required to prevent disclosure of information concerning afford such access if it would unreasonably disrupt the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel Subsidiaries, would cause a violation of any agreement to which the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable is a party, would cause a reasonable risk of a loss of privilege to the Company or any of its Subsidiaries or the assetswould constitute a violation of any applicable Law, nor shall Parent or operation any of the business, its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or Parent, as applicable, or any of its Subsidiaries Subsidiaries, except, with respect to any on site procedure, with the Company’s prior written consent. No investigation pursuant to this Section 5.2 shall affect any representation or (B) Contract to which the Company or Parent, as applicable, warranty in this Agreement of any party hereto or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances condition to the party withholding access shall inform the other party obligations of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)parties hereto. (db) The parties hereto Parent hereby agree agrees that all information provided to them it or their respective its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby by this Agreement shall be governed kept confidential in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19November 17, 2018, 2007 between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), ) which Confidentiality Agreement shall continue in full force and effect in accordance with its termsto apply.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable prior notice, the Company shall afford Parent and its Representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its the Company’s and its Subsidiaries’ Subsidiaries personnel, properties, contractsContracts, commitments, filings with Governmental Entities and books and records and and, during such other period, the Company shall furnish promptly to Parent all available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything to ; provided, however, that the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Company shall not be redacted or otherwise limited to the extent required to prevent permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company with respect to confidentiality or privacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (iior its applicable Representative) coordinated through the General Counsel access to such information. All information obtained by or provided to Parent and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of the Company or a designee thereoffor purposes of the Non-Disclosure Agreement. (b) In Upon reasonable prior notice, Parent shall afford the event Company and its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) an occurrence which would make it reasonably likely that violate any obligation of the conditions set forth in Section 6.2(a), Section 6.2(b) Parent with respect to confidentiality or Section 6.2(c) would not be met or privacy; (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the jeopardize protections afforded Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the Company or Parent, as applicable, valuation of Parent or any of its Subsidiaries or (ii) conflict with any (A) Law applicable personal information that would expose Parent to the Company or any risk of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are boundliability; provided, provided that in such instances the party withholding access each case Parent shall inform the other party Company of the general nature of the information being withheld andwithheld, upon and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the other party’s request, reasonably cooperate with the other party Company (or its Representatives) access to provide such information, in whole . All information obtained by or in part, in a manner provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of Parent for purposes of the Non-Disclosure Agreement. (c) To the extent that would not result in any of the outcomes described information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the foregoing clauses (i) confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and (ii)under the joint defense doctrine. (d) The parties hereto hereby agree that all No exchange of information provided or investigation by Parent or its Representatives shall affect or be deemed to them affect, modify or their respective Representatives in connection with this Agreement waive the representations and the consummation warranties of the transactions contemplated hereby shall be governed Company set forth in accordance with the Confidentiality and Non-Disclosure this Agreement, dated as . No exchange of March 19, 2018, between information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and Concentrix Corporation (the “Confidentiality warranties of Parent set forth in this Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Subject to the cooperation of furthering the transactions contemplated herebyTrustee and the Heritage Subsidiaries, the Company shall afford Parent and its Representatives cause to be afforded to representatives of Buyer reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personneloffices, properties, contracts, commitmentsassets, books and records records, contracts and such other information concerning its businessreports of the Stations, properties and personnel as Parent may Buyer shall from time to time reasonably request. Notwithstanding anything to ; provided, however, that (a) such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the contrary contained in this Section 5.3(a)personnel or operations of any Seller Party or the Stations, and (b) under no circumstances shall any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Seller Party be redacted or otherwise limited to the extent required to prevent disclosure provide access to Buyer or any representative of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be Buyer (i) conducted in such a manner as not any information or materials subject to interfere unreasonably confidentiality agreements with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a)third parties required to be kept confidential by applicable Laws, Section 6.2(b) or Section 6.2(c) would not be met or (ii) any privileged attorney-client communications or attorney work product. All requests for access to the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)offices, properties, assets, books and the Company Board needs such information from the Parent to make such determinationrecords, at the Company’s request, Representatives of Parent will meet with Representatives contracts and reports of the Company Stations shall be made to such representatives as Sellers shall designate in writing, who shall be solely responsible for coordinating all such requests and provide all access permitted hereunder. Buyer acknowledges and agrees that neither Buyer nor its representatives shall contact any of the Company with information reasonably requested employees, customers, suppliers, partners, or other associates or Affiliates of any Seller Party or the Stations, in connection with the foregoing. (c) Notwithstanding anything to the contrary contained transactions contemplated hereby, whether in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party person or by which any telephone, mail or other means of their assets or properties are bound; providedcommunication, that in without the specific prior written authorization of such instances the party withholding access shall inform the other party representatives of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party Sellers. Subject to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality terms of this Section 6.2.7, each Seller shall, and Non-Disclosure Agreementshall use its commercially reasonable efforts to enforce such rights under the Heritage Agreement to cause each other Seller Party to, dated cooperate in all reasonable respects with Buyer's request to conduct an audit of any financial information of the Stations as Buyer may reasonably determine is necessary to satisfy any public company reporting requirements pursuant to the Securities Act of March 191933 or the Securities Exchange Act of 1934 including, 2018without limitation, between (a) using commercially reasonable efforts to obtain the Company consent of auditors to permit Buyer, any Affiliate of Buyer and Concentrix Corporation their respective auditors to have access to such auditors' work papers, and (b) consenting to such access by Buyer. Under no circumstance shall the “Confidentiality Agreement”)preparation of any financial statements pursuant to such audit: (a) require any Seller Party to change or modify any accounting policy, which (b) cause any unreasonable disruption in the business or operations of any Station, or (c) cause any delay that is more than de minimis in any internal reporting requirements of any Seller Party. All costs and expenses incurred in connection with the preparation of (and assimilation of relevant information for) any such financial statements shall continue in full force and effect in accordance with its termsbe paid by Buyer.

Access. (a) For purposes During the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, each of the Company and Parent shall afford Parent the other party and its respective Representatives reasonable access during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Timenotice, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records records, Contracts, Permits, and personnel, as such other information concerning its business, properties and personnel as Parent party may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a); provided, any documenthowever, correspondence or that no information or other access provided knowledge obtained by Parent or the Company in any investigation conducted pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation warranty of the Company, Parent, Merger Sub or Merger Sub LLC set forth herein or the conditions to the obligations of Parent, Merger Sub, Merger Sub LLC or the Company to consummate the transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 6.9) shall apply to any information provided to Parent and or the Mergers or other similarly confidential or competitively sensitive information. All access Company pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries 6.6; and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely provided further, that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries Parent shall be required to, nor shall they be required to provide cause their respective Subsidiaries to, afford access or disclose any access, or make available any document, correspondence or information, if doing so would, information that would (a) in the reasonable judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, violate any Applicable Law or Order, (b) result in a violation of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice or (c) jeopardize the attorney-client, attorney work product or other legal privilege of a party or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to Subsidiaries. In the event that the Company or any of its Subsidiaries Parent does not provide access to or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract disclose information to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party in reliance on the final proviso of the general nature of preceding sentence, the disclosing party shall use reasonable best efforts to communicate such information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would does not result in the violation of any such obligation, Law or Order or the jeopardy of such protections. Notwithstanding the foregoing, neither Parent nor the Company nor any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Subsidiaries or Representatives in connection with this Agreement and the consummation shall conduct or cause to be conducted any sampling, testing or other invasive investigation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreementair, dated as of March 19soil, 2018soil gas, between the Company and Concentrix Corporation (the “Confidentiality Agreement”)surface water, which shall continue in full force and effect in accordance with its termsgroundwater, building materials or other environmental media.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall use commercially reasonable efforts to afford Parent and its (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors (including the employees, consultants and Representatives thereof), financing sources and agents and other representatives of Parent reasonable access during normal business hours and upon reasonable advance prior notice to the Companyfrom Parent, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its and its Subsidiaries’ personnel, personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information concerning regarding the Company and its businessSubsidiaries, properties and personnel as Parent may reasonably requestrequest for the purpose of facilitating the consummation of the Financing and the Merger. Notwithstanding anything to the contrary contained in this Section 5.3(a)foregoing, any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may the Company shall not be redacted or otherwise limited to the extent required to prevent disclosure of information concerning afford such access if it would unreasonably disrupt the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel Subsidiaries, would cause a violation of any Contract to which the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable is a party, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or the assetswould constitute a violation of any applicable Law. Neither Parent nor any of its officers, employees or operation of the businessrepresentatives, shall be permitted to perform any onsite procedures (including an onsite study) with respect to any property of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in Company’s Subsidiaries without the foregoing clauses (i) and (ii)Company’s prior written consent. (db) The parties hereto hereby agree that all information provided to them or their respective Representatives officers, directors, employees or representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19July 11, 20182012, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable notice, and except as may otherwise be required by applicable law or relevant contractual provisions contained in such agreements, the Company shall (and shall cause its Subsidiaries to) (i) afford Parent Parent's officers, employees, counsel, accountants and its Representatives reasonable access other authorized representatives (collectively, "Representatives") access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and and, during such other period, (ii) furnish promptly to Parent all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a)be requested; provided, any documenthowever, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access requests for information made pursuant to this Section 5.3(a) 6.6 shall be (i) conducted in such a manner as not directed to interfere unreasonably with the normal operations an executive officer of the Company or any of such Person as may be designated by its Subsidiaries and (ii) coordinated through officers. Notwithstanding the General Counsel of foregoing, the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)parties shall comply with, and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or cause their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with to comply with, all their respective obligations under the Confidentiality and Non-Disclosure Agreement, dated as of March 19July 22, 20181997, between the Company and Concentrix Corporation Parent. 6.7. Publicity. The initial press release concerning the Merger has been approved by Parent and the Company and thereafter the Company and its Subsidiaries, on the one hand, and Parent and Merger Sub, on the other hand, shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any Governmental Entity or other Person (including the “Confidentiality Agreement”)NASD) with respect hereto, which shall continue in full force and effect in accordance except as may be required by law or by obligations pursuant to any listing agreement with its termsthe National Market.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable advance written notice, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Parent’s Representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiariesthe Acquired Companies’ personnelofficers, employees, agents, properties, contractsbooks, commitments, books contracts and records and and, during such period, the Company shall furnish promptly to Parent all other information within its possession or control concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything request in writing, in each case, for any reasonable business purpose related to the contrary contained in this Section 5.3(a)consummation of or integration planning with respect to the Transactions; provided, any documenthowever, correspondence that the Acquired Companies may restrict or information or other prohibit such access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All that granting such access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the reasonable judgment of its legal counselthe Company: (a) result in the disclosure of any Trade Secrets of Third Parties; (b) violate any material obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (ic) jeopardize reasonably be expected to result in a waiver by the Company under the attorney-client privilege of or attorney work product doctrine; (d) violate any Contract or Law (it being agreed that, with respect to clauses (a), (b), (c) or (d), that the Company or Parent, as applicable, or any of shall its Subsidiaries or (ii) conflict with any (A) Law applicable commercially reasonable efforts to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract cause such information to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, be provided in a manner that would not result in such jeopardy, contravention or violation); or (e) materially interfere with the conduct of any Acquired Company’s business. Without limitation of the foregoing, the Acquired Companies will reasonably cooperate with Parent and its Representatives for purposes of integration planning; provided, that in no event shall any implementation of integration planning steps with respect to the Acquired Companies occur prior to the Effective Time. No investigation pursuant to this Section 5.5 shall affect or be deemed to modify any representation or warranty in this Agreement of any Party. All requests for access pursuant to this Section 5.5 must be directed to the Chief Executive Officer of the Company or another Person designated in writing by the Company. Without limiting Parent’s obligations under the Confidentiality Agreement, Parent shall instruct its directors, officers and employees not to, directly or indirectly, contact any Person known by such director, officer or employee to be a customer or supplier of the Company in connection with the Merger or any of the outcomes described other Transactions without the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (provided, that such consent, with respect to any particular such customer or supplier, need only be obtained once with respect to all contacts with such party for the same purpose). Prior to the Effective Time, all information obtained by Parent and its Representatives pursuant to this Section 5.5 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. Effective as of the Original Agreement Date, the use and disclosure restrictions contained in the foregoing clauses Confidentiality Agreement shall be extended until either (i) and one year following the date on which this Agreement is terminated pursuant to Section 7.1 or (ii)) the Effective Time. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering Each Seller shall permit the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier representatives of the termination of Buyer listed on Schedule 4.3 to this Agreement to have access (at reasonable times, on reasonable prior written notice and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner so as not to interfere unreasonably with the normal business operations of the Company Business) to the premises, properties, financial and accounting records, contracts, and other records and documents, of or any of its Subsidiaries and (ii) coordinated through pertaining to the General Counsel Business. Notwithstanding the foregoing, none of the Company or a designee thereof. (b) In the event of Sellers shall be obligated (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so woulddocuments or access to any person unless the Buyer is responsible, in pursuant to the judgment of its legal counsel, (i) jeopardize the attorney-client privilege terms of the Company or Parentconfidentiality letter agreement dated June 27, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to 2011 between the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement Buyer and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), for the use and disclosure of any information obtained by such person from any Seller, or such person enters into a confidentiality agreement with the Parent on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to provide any information, documents or access that would (A) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement to which it is a party or (B) cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, the Buyer and its representatives shall continue not contact or communicate with the employees, customers and suppliers of any Seller or the Business Subsidiary in connection with the transactions contemplated by this Agreement, except with the prior written consent of the applicable Seller. (b) The Buyer and the Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by any Seller or any of such Seller’s Affiliates to the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively or primarily to the Business, shall terminate effective as of the Closing, but shall remain in effect insofar as it covers other information disclosed thereunder. (c) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior to the Closing to any information regarding pending or proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Buyer also has submitted or intends to submit a bid for such contract or subcontract.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable notice, the Company shall afford Parent Parent's officers and its Representatives other authorized representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ the Company's representatives, personnel, properties, contracts, commitments, books and records records, tax returns, work papers and other documents and information relating to the Company and, during such other period, the Company shall furnish promptly to Parent all readily available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything to ; PROVIDED, HOWEVER, that the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Company shall not be redacted or otherwise limited to the extent required to prevent disclosure of information concerning permit any inspection or to disclose any information, that in the valuation reasonable judgment of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be Company would (i) conducted result in such a manner as not to interfere unreasonably with the normal operations disclosure of any trade secrets of third parties, (ii) violate any obligation of the Company or any of its Subsidiaries and with respect to confidentiality, (iiiii) coordinated through the General Counsel of jeopardize protections afforded the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize under the attorney-client privilege or the attorney work product doctrine or (iv) materially interfere with the conduct of the Company's business. The Company hereby represents and warrants that the information, if any, which is subject to the proviso to the immediately preceding sentence is neither material, individually or Parentin the aggregate, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries other Acquired Corporation, nor necessary in order to make any other information or the assetsdisclosure provided or made, or operation of the businessto be provided or made, of by the Company or Parentany Acquired Corporation to Parent or Merger Sub (in light of the circumstances under which such information or disclosure were or will be made or provided) not false or misleading, as applicable, or any of its Subsidiaries or (B) Contract to which and the Company or Parenthereby agrees that, to the extent any such information is withheld pursuant to such proviso, the Company will provide as applicable, or any of much information with respect to the matters withheld as is permissible consistent with such proviso. All information obtained by Parent and its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access representatives pursuant to this Section 4.6 shall inform the other party be treated as "Confidential Information" for purposes of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to compliance with applicable Laws, the Company shall afford (i) provide to Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors and agents, lenders and other representatives (collectively, “Parent Representatives”) reasonable access during normal business hours upon reasonable advance notice to the Companyhours, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its the Company’s and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and (ii) furnish to Parent and its Parent Representatives such financial and operating data and other information concerning its business, properties and personnel as such Parent Representatives may reasonably requestrequest (including, but not limited to, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than directors who are not employees) of the Company and its Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Notwithstanding anything to The foregoing notwithstanding, the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may Company shall not be redacted or otherwise limited to the extent required to prevent disclosure of information concerning afford such access if it would unreasonably disrupt the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel Subsidiaries, would cause a violation of any agreement to which the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or (ii) conflict with any (A) Law applicable trade secret protection to the Company or any of its Subsidiaries or the assetswould constitute a violation of any applicable Law, nor shall Parent or operation any of the business, its Parent Representatives be permitted to perform any onsite procedure with respect to any property of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)Subsidiaries. (db) The parties hereto Parent hereby agree agrees that all information provided to them it or their respective its Parent Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with with, the Confidentiality amended and Non-Disclosure Agreementrestated confidentiality agreement, dated as of March 19October 11, 20182006, between the Company Company, Parent and Concentrix Corporation Merger Sub (the “Confidentiality Agreement”); provided, which that Parent shall continue be entitled to share such Evaluation Material with prospective co-investors or limited partners of the members of Parent and Merger Sub; provided further, however, that any prospective co-investors or limited partners of the shareholders of Parent to whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in full force and effect writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements in accordance identical or substantially identical form with its termsthe Company.

Access. (a) For purposes From the date of furthering this Agreement until the transactions contemplated herebyEffective Time, the Company shall afford (i) upon reasonable prior notice, give Parent and its Representatives Purchaser, their officers and a reasonable number of their employees and their authorized representatives, reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, propertiesCompany Agreements, contracts, books, records, analysis, projections, plans, systems, personnel, commitments, books offices and records other facilities and properties of the Company and its accountants and accountants’ work papers and (ii) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information concerning its with respect to the business, properties and Company Agreements of the Company as Parent and Purchaser may from time to time reasonably request and use its reasonable best efforts to make available at all reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of Parent and Purchaser the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company’s business, properties, prospects and personnel as Parent or Purchaser may reasonably request. Notwithstanding anything In addition, the Company shall furnish promptly to Parent (x) a copy of each material report, schedule, statement and other document submitted or filed by it with any Governmental Entity and (y) the internal or external reports prepared by it in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof’s personnel. (b) In No investigation heretofore conducted or conducted pursuant to this Section 6.2 shall affect any representation or warranty made by the event of (i) an occurrence which would make it reasonably likely that parties hereunder or any conditions to the obligations of the conditions parties hereunder or any condition or requirement set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing.Annex I. (c) Notwithstanding anything to the contrary contained in this Section 5.3set forth herein, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall not be required to provide any accessaccess to, or make available any document, correspondence or to disclose information, if doing so would, in the judgment of its legal counsel, (i) where such access or disclosure would jeopardize the attorney-client privilege of the Company or contravene any law (including without limitation the HSR Act), in which latter case the Company shall provide access to or disclose such information to the fullest extent permitted by such law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to, or to disclose to Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. The Company and Parent agree that upon reasonable notice, and except as may otherwise be required or restricted by applicable Law, each shall (aand shall cause its Subsidiaries to) For purposes of furthering afford the transactions contemplated herebyother’s officers, the Company shall afford Parent employees, counsel, accountants and its Representatives other authorized representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and executive officers, to its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, each shall (and such each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties properties, personnel and personnel Litigation Claims as Parent may reasonably request. Notwithstanding anything be requested but only to the contrary contained in this Section 5.3(a), any document, correspondence extent such access does not unreasonably interfere with the business or information or other access operations of such party; provided that no investigation pursuant to this Section 5.3(a) may 7.1 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent, Merger Sub or Sister Subsidiary in this Agreement. Without limiting the immediately preceding sentence, the Company shall reasonably cooperate with Parent and in connection with a third-party compliance audit of the Mergers or other similarly confidential or competitively sensitive informationCompany at the expense of Parent. All access requests for information made pursuant to this Section 5.3(a) 7.1 shall be (i) conducted in directed to an executive officer of Parent or the Company, as applicable, or its financial advisor or such a manner other Person as may be designated by either of its executive officers. All such information shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, this Section 7.1 shall not to interfere unreasonably with the normal operations require any of Parent, the Company or any of its their respective Subsidiaries and to permit any inspection, or to disclose any information, that would result in (i) the waiver of any applicable attorney-client or similar privilege, (ii) coordinated through the General Counsel a violation of the Company or a designee thereof. any applicable Law (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(aincluding antitrust Laws), Section 6.2(bor (iii) the disclosure of trade secrets or Section 6.2(c) other confidential information of third party to whom such party owes a duty of confidentiality, provided that each party shall use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances such that the foregoing restrictions would not reasonably be met or (ii) the Company Board determining in good faith that it could expected to be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoingapplicable. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable advance written notice, the Company and each of the Acquired Companies shall afford Parent and its Representatives Parent’s representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, the Company’s books and records and such other information concerning its businessrecords, properties and personnel facilities (in each case, as related to the Acquired Companies and Company Properties) and, during such period, the Company shall furnish promptly to Parent all readily available information concerning the Company’s and the Acquired Companies’ business as Parent may reasonably request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could reasonably be expected to: (a) result in the disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the conduct of the Company’s or the Acquired Companies’ business. No physically invasive or destructive testing or soil investigations, including, without limitation, soil borings or Phase II environmental testing, shall be performed without the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. While on the Company Properties, Parent will comply, and will cause any of its representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall repair any damage to the Company Properties or any adjacent property caused by such actions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the case may be, its subsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and agents of the Company and its members (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its representatives at the Company Properties except (i) to the extent such claim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary contained in this Agreement, Parent shall not be entitled to recover from the Company or any direct or indirect owner or affiliate thereof (and in no event shall any of the foregoing be responsible for) consequential, special or any other indirect damages arising from this Section 5.3(a)6.4 unless such damages are payable by a Company Party to an unaffiliated third party. Parent specifically acknowledges and agrees not to utilize any such access for, or to otherwise engage (before the Closing Date) in, any documentmarketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, correspondence Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or information governmental authority, except as otherwise required by applicable law or other access provided legal process; provided, however, Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in connection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, Parent shall furnish (or caused to be furnished) to the Company a certificate naming the Company and each of the applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by law, together with employer’s liability, with a waiver of subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 5.3(a) may be redacted 6.4 shall affect any representation or otherwise limited warranty in this Agreement of any party hereto or any condition to the extent required to prevent disclosure of information concerning the valuation obligations of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive informationparties hereto. All requests for access pursuant to this Section 5.3(a) shall 6.4 must be (i) conducted in such a manner as not directed to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In another person designated in writing by the event Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and shall cause their respective representatives not to, contact any tenant, customer or supplier of (i) an occurrence which would make it reasonably likely that the Company in connection with the Mergers or any of the conditions set forth in Section 6.2(a)other Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, Section 6.2(b) conditioned or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(idelayed), and the Company Board needs Parent Parties acknowledge and agree that any such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet contact shall be arranged by and with Representatives a representative of the Company participating. All information obtained by Parent and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything its representatives pursuant to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries 6.4 shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege treated as “Evaluation Material” of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation for purposes of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering At all times during the transactions contemplated herebyInterim Period, the Company shall will afford Parent and its Representatives reasonable access during normal business hours hours, upon reasonable advance notice notice, to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its businesspersonnel of the Company Group, properties and personnel as Parent except that the Company may reasonably request. Notwithstanding anything restrict or otherwise prohibit access to the contrary contained in this Section 5.3(a), any document, correspondence documents or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers that (a) any applicable Law or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of regulation requires the Company to restrict or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company otherwise prohibit access to such documents or a designee thereof. information; (b) In the event of (i) an occurrence which access to such documents or information would make it give rise to a reasonably likely that risk of waiving (or otherwise jeopardize) any of the conditions set forth in Section 6.2(a)attorney-client privilege, Section 6.2(b) work product doctrine or Section 6.2(c) would not be met other privilege applicable to such documents or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. information; (c) Notwithstanding anything access to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) a Contract to which the any Company or Parent, as applicable, or any of its Subsidiaries Group Member is a party or by which otherwise bound would violate or cause a material default pursuant to, or give a third Person the right terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any trade secrets of their assets third Persons; (e) in the Company’s reasonable, good faith discretion, restricting or properties prohibiting access is advisable in connection with any COVID-19 Measures; (f) such documents or information are bound; providedreasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, that in such instances on the party withholding access shall inform one hand, and Parent and its Affiliates, on the other party hand; or (g) subject to compliance with (and without limiting) the relevant provisions of Section 5.3, such documents or information relate to an Acquisition Proposal or a Company Board Recommendation Change or the actions of the general nature Company Board (or a committee thereof) with respect thereto; provided that with respect to the items noted in the preceding clauses (a) through (f), the Company shall give notice to Parent of the fact that it is withholding such information being withheld and, upon or documents and thereafter the other party’s request, reasonably cooperate with Company shall use commercially reasonable efforts to allow the other party to provide disclosure of such information, in whole information (or in part, as much of it as possible under the circumstances) in a manner that would not result in violate any of the outcomes described in the foregoing clauses (ia) through (f). Any information so disclosed shall be disclosed subject to execution of a joint defense agreement in customary form. Nothing in this Section 6.8 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any such access pursuant to this Section 6.8 shall be conducted at Parent’s sole cost and (ii). (d) expense under the supervision of appropriate personnel of the Company Group. Any investigation conducted pursuant to the access contemplated by this Section 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company Group or create a risk of damage or destruction to any property or assets of the Company. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. The parties hereto hereby agree that all terms and conditions of the Confidentiality Agreement will apply to any information provided to them obtained by Parent or their respective any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Agreement and Section 6.8. All requests for access pursuant to this Section 6.8 must be directed to the consummation General Counsel (or comparable position) of the Company, or another person designated in writing by the Company. Nothing in this Section 6.8 shall require the Company to permit the inspection of, or to disclose, any information regarding or related to the deliberations of the Company Board with respect to the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure by this Agreement, dated as of March 19, 2018, between the entry into this Agreement or any materials provided to the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue Board in full force and effect in accordance with its termsconnection therewith.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to applicable law, the Company Genlyte shall afford Parent to Xxxxxx and its Representatives reasonable accountants, counsel, financial advisors and other representatives (the "XXXXXX REPRESENTATIVES") and Xxxxxx shall afford to Genlyte and its accountants, counsel, financial advisors and other representatives (the "GENLYTE REPRESENTATIVES") full access during normal business hours upon with reasonable advance notice to the Company, throughout the period prior to the Closing Date to all of their respective properties, books, contracts, commitments and records and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed with or received by any of them from the date hereof until SEC in connection with the earlier of the termination of transactions contemplated by this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and (ii) such other information concerning its businesstheir respective businesses, properties and personnel as Parent Xxxxxx or Genlyte, as the case may be, shall reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a); provided, any documenthowever, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a) may be redacted 5.2 shall amend or otherwise limited modify any representations or warranties made herein or in the Related Agreements or the conditions to the extent required to prevent disclosure of information concerning the valuation obligations of the Companyrespective parties to consummate the transactions contemplated hereby and thereby. Xxxxxx shall hold and shall use its reasonable commercial efforts to cause the Xxxxxx Representatives to hold, Parent and Genlyte shall hold and shall use its reasonable commercial efforts to cause Genlyte Representatives to hold, in strict confidence all non-public documents and information furnished to Xxxxxx or to Genlyte, as the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to case may be, in connection with the transactions contemplated by this Section 5.3(a) shall be Agreement, except that (i) conducted Xxxxxx and Genlyte may disclose such information as may be necessary in such a manner as not to interfere unreasonably connection with the normal operations of the Company seeking any required approvals, consents or any of its Subsidiaries financings, and (ii) coordinated through each of Xxxxxx and Genlyte may disclose any information that it is required by Law or judicial or administrative order to disclose. Neither Xxxxxx nor Genlyte shall use or knowingly permit the General Counsel use of such non- public information or other confidential or proprietary knowledge of the Company other party for any purpose other than in connection with the transactions contemplated hereby without the prior consent of the other parties hereto; provided, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a designee thereofthird party without a breach of such third party's duties, shall not be subject to this Section 5.2(a). (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 5.2 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Xxxxxx or Genlyte based on the information in such material shall be destroyed (and Xxxxxx and Genlyte shall use their respective reasonable commercial efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable commercial efforts) shall be certified in writing by an authorized officer supervising such destruction. The last two sentences of Section 5.2(a) and the provisions of Section 5.2(b) shall survive any termination of this Agreement.

Access. (a) For purposes At all times during the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of (x) the termination of this Agreement pursuant to Article VIII and (y) the Effective Time, the Company shall afford Parent and its Representatives reasonable accountants, legal counsel and other representatives full and complete access during normal business hours hours, upon reasonable advance notice notice, to the Companyassets (including the Company IP, throughout design processes and source code), properties (including the period from the date hereof until the earlier right to conduct an environmental site assessment and audit of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments), books and records and such other personnel of the Company to enable Parent to obtain all information concerning its the business, properties including the status of product development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a); provided, any documenthowever, correspondence or that no information or other access provided knowledge obtained by Parent in any investigation conducted pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited warranty of the Company set forth herein or the conditions to the extent required obligations of Parent and Merger Sub to prevent disclosure of information concerning consummate the valuation transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Company, Confidentiality Agreement (as amended pursuant to Section 6.9) shall apply to any information provided to Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a6.6. (b) In particular, but without limitation, from and after the date of this Agreement, Parent and its agents, contractors and representatives shall be (i) conducted in such a manner as not to interfere unreasonably with have the normal operations right and privilege of entering upon all properties leased or occupied by the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at reviewing the Company’s requestbooks and records regarding such properties from time to time as needed to make any inspections, Representatives evaluations, surveys or tests which Parent may deem necessary or appropriate. Parent’s exercise of Parent will meet with Representatives its right to inspect such properties, or Parent’s election not to inspect any property, shall in no way be interpreted as a waiver of any of Parent’s rights or remedies contained in this Agreement, including, without limitation, Parent’s right to rely upon the Company Company’s representations and provide the Company with information reasonably requested warranties in connection with the foregoingthis Agreement. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither Parent and the Company nor agree to mutually cooperate in testing the Company’s IT systems for compatibility and interoperability with Parent’s IT systems and in other like matters as reasonably requested by Parent prior to Closing. In particular, as applicablebut without limitation, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in from and after the judgment of its legal counsel, (i) jeopardize the attorney-client privilege date of the Company or Parentsatisfaction of the condition set forth in Section 7.1(b), as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract shall provide to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of Parent the information being withheld and, upon the other party’s request, reasonably cooperate with the other party described on Schedule 6.6(c) for purposes of allowing Parent to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) test its internal business systems ability to accept and (ii)process Company data. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, solely for purposes of furthering the transactions contemplated herebyMerger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours hours, upon reasonable advance notice request, to the Companyproperties, throughout the period from the date hereof until the earlier books, records, Contracts and personnel of the termination of this Agreement Company and the Effective Time, to its Subsidiaries and instruct its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties their Representatives and personnel as Parent to reasonably cooperate with Parent, except that the Company may reasonably request. Notwithstanding anything restrict or otherwise prohibit access to any documents or information to the contrary contained in this Section 5.3(a), extent that (i) any document, correspondence applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or other providing access provided to such documents or information would violate or cause a default pursuant to, or give a third Person the right to this Section 5.3(aterminate or accelerate the rights pursuant to, such Contract; (ii) may be redacted access to such documents or otherwise limited information would give rise to the extent required waiver of any attorney-client privilege, work product doctrine or other privilege applicable to prevent such documents or information; (iii) access would result in the disclosure of information concerning the valuation any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the Mergers or other similarly confidential or competitively sensitive information. All access hand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to this Section 5.3(a) Law, and nothing herein shall be restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall be conducted in such a manner as that does not to (i) unreasonably interfere unreasonably with the normal operations conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries and of their normal duties or (ii) coordinated through the General Counsel create a risk of damage or destruction to any property or assets of the Company or a designee thereof. (b) In its Subsidiaries. Any access to the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives properties of the Company and provide its Subsidiaries will be subject to the Company with information reasonably requested in connection with Company’s reasonable security measures and insurance requirements and will not include the foregoing. (c) right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary contained in this Section 5.3contrary, neither the Company nor ParentParent and Merger Sub shall not, as applicableand shall cause their respective Representatives not to, nor contact any employee or other service provider of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries not involved in the negotiation or the assets, or operation consummation of the businessTransactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.7 must be directed to the Chief Legal Officer of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which other Person designated by the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)Company. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (aand shall cause its Table of Contents Subsidiaries to) For purposes of furthering afford the transactions contemplated herebyother’s officers, the Company shall afford Parent employees, counsel, accountants, consultants and its Representatives other authorized representatives (“Representatives”) reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, each shall (and such shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access be requested; provided that no investigation pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited to warranty made by ICE or NYBOT; provided, further, that the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers foregoing shall not require ICE or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be NYBOT (i) conducted to permit any inspection, or to disclose any information, that in such a manner the reasonable judgment of ICE or NYBOT, as not to interfere unreasonably with the normal operations case may be, would result in the disclosure of the Company any trade secrets of third parties or violate any of its Subsidiaries and obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) coordinated through the General Counsel to disclose any privileged information of the Company ICE or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor ParentNYBOT, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicablecase may be, or any of its Subsidiaries Subsidiaries, or (iiiii) conflict in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with any (A) Law applicable a copy to the Company or any General Counsel of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the party. All such information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Subject to applicable Law relating to the sharing of furthering the transactions contemplated herebyinformation, upon reasonable notice, and except as may otherwise be required by applicable Law, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Representatives representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, shall (and such other shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything be requested, including information relating to the contrary contained Contracts with Governmental Entities, insurance, pending litigation or claims, employee and employment matters, and information regarding Company membership in this Section 5.3(a)standards organizations, any document, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a7.7 shall affect or be deemed to modify any representation or warranty made by the Company, and provided, further, that the foregoing shall not require the Company (i) may be redacted to permit any inspection, or otherwise limited to disclose any information, that in the extent required to prevent disclosure of information concerning the valuation reasonable judgment of the Company, Parent and would result in the Mergers disclosure of any trade secrets of third parties or other similarly confidential violate any of its obligations with respect to confidentiality if the Company shall have used its commercially reasonable efforts to obtain the consent of such third party to such inspection or competitively sensitive information. All access pursuant disclosure, (ii) to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations disclose any privileged information of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it any information that is reasonably likely that expected to jeopardize any of the conditions set forth in Section 6.2(a), Section 6.2(b) attorney client or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its other legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assetsSubsidiaries, or operation of the business, (iii) to disclose any information where such disclosure would violate any applicable Laws. All requests for information made pursuant to this Section 7.7 shall be directed to an executive officer of the Company or Parent, such Person as applicable, or any of its Subsidiaries or (B) Contract may be designated by such executive officer. All information that is made available pursuant to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby Section 7.7 shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Upon reasonable notice, and except as may otherwise be required by applicable law, each of furthering the transactions contemplated hereby, the Company and Parent shall (and shall cause each of its Subsidiaries to) afford Parent the officers, employees, counsel, accountants and its Representatives other authorized representatives of the other party ("Representatives") reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnelproperties, propertiesbooks, contracts, commitments, books and records and personnel and, during such period, each of the Company and Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a)be requested, any document, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a6.7 shall affect or be deemed to modify any representation or warranty made by any party hereto and provided, further, that nothing in this Section 6.7 shall require any party hereto to permit any inspection, or to disclose any information, that in the reasonable judgment of such party would result in (a) may be redacted the disclosure of any trade secrets of third parties or otherwise limited violate any of its obligations with respect to confidentiality if such party shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (b) any violation of laws relating to the extent required to prevent disclosure sharing of information concerning between competitors, it being understood that the valuation parties will provide extracts, or summaries, or aggregations or other information to the greatest extent practicable in a manner that does not result in any such violation or improper disclosure. The parties agree that requests for access to the properties and records of the CompanyCompany and its Subsidiaries by environmental consultants and testing firms upon reasonable notice and during normal business hours shall be reasonably requested. In connection with and subject to the foregoing, the Company agrees to make available to Parent and its Representatives, promptly after they are available, monthly summary profit and loss statements for the Mergers Company consolidated and for each division and a summary month end consolidated balance sheet for the Company. The Company also agrees to give Representatives of Parent, upon reasonable notice and accompanied by the Chief Executive Officer or other similarly confidential the Chief Operating Officer of the Company or competitively sensitive informationanother executive designated by one of them, an opportunity to meet periodically with sales and operations (including plant comptrollers) management of the Company to discuss integration plans and issues. All access requests for information made pursuant to this Section 5.3(a) 6.7 shall be (i) conducted in such a manner as not directed to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege executive officer of the Company or Parent, as applicablethe case may be, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, such Person as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or may be designated by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the party. All such information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes At all times during the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to Article IX and the Appointment Time, the Company shall afford Parent and its Representatives accountants, legal counsel and other representatives reasonable access during normal business hours hours, upon reasonable advance notice notice, to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other personnel of the Company and its Subsidiaries to enable Parent to obtain all information concerning its the business, properties including the status of product development efforts, properties, results of operations and personnel of the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that no information or Knowledge obtained by Parent in any investigation conducted pursuant to this Section 7.6 shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 7.9 hereof) shall apply to any information provided to Parent pursuant to this Section 7.6. Notwithstanding anything to the contrary contained in this Section 5.3(a)set forth herein, any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would shall not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any accessaccess to, or make available any document, correspondence or to disclose information, if doing so would, in the judgment of its legal counsel, (i) where such access or disclosure would jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with contravene any (A) applicable Law applicable or Contract entered into prior to the Company or any date of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are boundthis Agreement; provided, that that, in such instances circumstance, the party withholding access Company shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party Parent to provide implement a procedure to permit access to or disclosure of such information, in whole or in part, information in a manner that would not result in any of reasonably be expected to jeopardize the outcomes described in the foregoing clauses (i) and (ii)attorney/client privilege or contravene such applicable Law or Contract. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable notice, and except as may otherwise be required by applicable Laws, the Company shall (and the Company shall cause its Subsidiaries to) afford Parent Buyer's officers, employees, counsel, accountants and its Representatives other authorized representatives (including representatives of entities providing or arranging financing for the Buyer) ("Representatives") reasonable access access, during normal business hours upon throughout the period prior to Closing, to their respective properties, books, Contracts and records that relate primarily to the Business, the Purchased Assets or the Assumed Liabilities and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Buyer all such information and reasonable advance notice access to the Company's employees, throughout in each case to the period from extent related to the date hereof until Business, the earlier of Purchased Assets or the termination of this Agreement and the Effective TimeAssumed Liabilities, to as Buyer or its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent Representatives may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access ; provided that no investigation pursuant to this Section 5.3(a) may shall affect or be redacted deemed to modify any representation or otherwise limited warranty made by the Company; provided, further, that the foregoing shall not require the Company to the extent required to prevent disclosure of furnish Buyer with documents or information concerning its toothpaste/tooth polish or antiperspirant/deodorant businesses which the valuation Company reasonably determines to have competitive significance; and provided, further, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, which in the reasonable judgment of the Company, Parent and would result in the Mergers disclosure of any trade secrets of third parties or other similarly confidential violate any obligation of the Company with respect to confidentiality, provided that the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or competitively sensitive informationdisclosure. All access requests for information made pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not directed to interfere unreasonably with the normal operations an executive officer of the Company or such Person as may be designated by any of its Subsidiaries and (ii) coordinated through such officer. All such information shall be governed by the General Counsel terms of the Company or a designee thereofConfiden tiality Agreements. (b) In Within 14 days following the event date of this Agreement, the Company and Buyer shall establish a Steering Committee comprised of at least one senior executive of Buyer and one senior executive of the Company (the "Steering Committee"). During the period prior to the Closing, the Parties shall cause members of the Steering Committee to discuss in good faith the development of reasonable plans, protocols and arrangements designed to facilitate (i) an occurrence which would make it reasonably likely that any the rapid integration of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or Company's information technology systems immediately following the Closing and (ii) the separation of the Company's accounting records, inventories, receivables and bank accounts as between the Business and the Company's other businesses. The plans, protocols and arrangements with respect to information technology matters shall address, among other things, the installation by Buyer of hardware in the Company's facilities, the training of Company Board determining employees and means of facilitating Buyer's design of compatible information technology systems, the provision to Buyer by the Company of sample data files prior to the Closing and the transfer of data files to Buyer's system following the Closing. The Company will cooperate with Buyer and assist Buyer in good faith effecting the actions and initiatives set forth in the plans, protocols and arrangements developed by the Steering Committee; provided, however, that it could be entitled to make a Company Adverse Recommendation Change pursuant to this Section 5.4(e8.2(b) or Section 5.4(f) or cause and the plans, protocols and arrangements developed by the Steering Committee shall not require the Company to terminate this Agreement in accordance with Section 7.1(i)incur out-of-pocket expenses, and require Company personnel to devote significant amounts of time to integration activities, require the Company Board needs such information from the Parent to make such determinationprovide sales, at the Company’s requestproduction, Representatives of Parent will meet with Representatives of operations or business data to Buyer, or require the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any suffer a meaningful disruption of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)operations. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout During the period from the date hereof of this Agreement until the earlier of the valid termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, Seller shall grant, and cause the Company and the Company’s Subsidiaries, officers, managers, directors, employees, attorneys, accountants and other agents to grant, to its Buyer and its Subsidiaries’ authorized Representatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, contracts, commitmentsfinancial information, books and records of the Company and such other information concerning its business, properties the Company’s Subsidiaries and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited Seller (to the extent required related to prevent disclosure of information concerning the valuation of the CompanyBusiness), Parent except that Seller and the Mergers Company may restrict or other similarly confidential otherwise prohibit such access to the extent that (a) any applicable Law requires Seller or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its the Company’s Subsidiaries and (ii) coordinated through the General Counsel of the Company to restrict or a designee thereof. otherwise prohibit such access or (b) In the event such access would give rise to a material risk of (i) an occurrence which would make it reasonably likely that waiving any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege or work product doctrine; provided that, in the case that Seller or the Company would restrict access under any of clauses (a) or (b), Seller shall give notice to Buyer of the Company fact that Seller or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of is withholding such access and thereafter Seller and the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with Buyer to allow the other party to provide disclosure of such information, information (or as much of it as possible) in whole an appropriate substitute disclosure arrangement or in part, otherwise in a manner that would not result in violate any of the outcomes described in the foregoing clauses (ia) or (b). Any investigation conducted pursuant to the access contemplated by this Section 5.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the businesses of Seller, the Company and (ii). (d) the Company’s Subsidiaries. Any access to the properties of Seller, the Company and the Company’s Subsidiaries will be subject to Seller’s, the Company’s and the Company’s Subsidiaries’ reasonable security measures and insurance requirements, as applicable, and will not include the right to perform invasive testing. The parties hereto hereby agree that all terms and conditions of the Confidentiality Agreement will apply to any information provided to them obtained by Buyer or their respective any of its Representatives or any third party in connection with any investigation conducted pursuant to the access contemplated by this Agreement and the consummation of the transactions contemplated hereby shall be governed Section 5.5. Notwithstanding anything in accordance with the Confidentiality Agreement to the contrary, the Confidentiality Agreement will automatically terminate and Non-Disclosure Agreement, dated as be of March 19, 2018, between no further force or effect upon the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsClosing.

Access. (a) For purposes of furthering the transactions contemplated hereby5.2.1 Subject to applicable Law, the Company BHW and BHIL shall afford Parent to INFO and its Representatives reasonable accountants, counsel, financial advisors and other representatives (the "INFO Representatives") and INFO shall afford to BHW and BHIL and its accountants, counsel, financial advisors and other representatives (the "BHW Representatives") full access during normal business hours upon with reasonable advance notice to the Company, throughout the period from prior to the date hereof until the earlier Closing Date to all of the termination of this Agreement and the Effective Timetheir respective properties, to its and its Subsidiaries’ personnel, propertiesbooks, contracts, commitments, books commitments and records and, during such period, shall furnish promptly to one another: (a) a copy of each report, schedule and other document filed with or received by any of them from the SEC in connection with the transactions contemplated by this Master Transaction Agreement, and (b) such other information concerning its businesstheir respective businesses, properties and personnel as Parent INFO, BHIL or BHW, as the case may be, shall reasonably request. Notwithstanding anything , including all information necessary for either party to make any required filings with the SEC; provided, however, that no investigation pursuant to this Section 5.2 shall amend or modify any representations or warranties made herein or in the Related Agreements or the conditions to the contrary contained obligations of the respective parties to consummate the transactions contemplated hereby and thereby. 5.2.2 INFO shall hold and shall use its reasonable commercial efforts to cause the INFO Representatives to hold, and BHW and BHIL shall hold and shall use its reasonable commercial efforts to cause BHW Representatives to hold, in strict confidence all non-public documents and information furnished to INFO or to BHW or BHIL, as the case may be, in connection with the transactions contemplated by this Section 5.3(a)Master Transaction Agreement, except that: (a) INFO, BHIL and BHW may disclose such information as may be necessary in connection with seeking any documentrequired approvals or consents, correspondence and (b) each of INFO, BHIL and BHW may disclose any information that it is required by Law or judicial or administrative order to disclose. 5.2.3 Neither INFO nor BHW nor BHIL shall use or knowingly permit the use of such non-public information or other access confidential or proprietary knowledge of the other party for any purpose other than in connection with the transactions contemplated hereby without the prior consent of the other parties hereto; provided, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be subject to this Section 5.2. 5.2.4 In the event that this Master Transaction Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company5.2 and shall not retain any copies, Parent and the Mergers extracts or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, reproductions in whole or in partpart of such written material. In such event, all documents, memoranda, notes and other writings prepared by INFO, BHIL or BHW based on the information in a manner that would not result in any of the outcomes described in the foregoing clauses such material shall be destroyed (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or INFO, BHIL and BHW shall use their respective Representatives in connection with this Agreement reasonable commercial efforts to cause their advisors and the consummation of the transactions contemplated hereby representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable commercial efforts) shall be governed certified in accordance with the Confidentiality writing by an authorized officer supervising such destruction. The provisions of Subsections 5.2.2, 5.2.3 and Non-Disclosure 5.2.4 shall survive any termination of this Master Transaction Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from From the date hereof until the earlier Closing Date, subject to Applicable Law and the Confidentiality Agreement, each of the termination Company, on the one hand, and Parent, on the other hand, shall (i) give the other party, its counsel, financial advisors, auditors and other authorized representatives during Working Hours reasonable access to the offices and properties (including for the purposes of this Agreement performing a non-invasive visual environmental site assessment), and the Effective Timeto copies of books and records, to its of such party and its Subsidiaries’ personnel; (ii) furnish to the other party, propertiesits counsel, contractsfinancial advisors, commitments, books auditors and records other authorized representatives such financial and such operating data and any other information concerning relating to the businesses of such party and its business, properties and personnel Subsidiaries as Parent such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of such party to cooperate with the other party in its investigation of the businesses of such party and its Subsidiaries. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided Any investigation pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) 5.08 shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations conduct of the businesses of such party and its Subsidiaries. Notwithstanding the foregoing, (A) neither the Company nor Parent shall be required to provide or cause to be provided access to or disclose or cause to be disclosed (1) any personnel records relating to individual performance or evaluations, medical histories or other information that in such party’s good faith opinion is sensitive or the disclosure of which could subject such party or its Affiliates to risk or liability or (2) any information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking; and (B) prior to the Closing Date, neither party shall have the right to perform or cause to be performed any invasive or subsurface investigations of the properties of the other party or any of its Subsidiaries and (ii) coordinated through the General Counsel Subsidiaries, including any sampling or testing of the Company air, soil, surface water, groundwater, building materials or a designee thereofother environmental media. (b) In From the event date hereof through the Closing Date, without the other party’s prior written consent, neither Parent nor the Company shall, and shall cause its Affiliates not to, contact any customers, vendors, suppliers or other third parties having business relationships with the other party or its Subsidiaries, other than in the ordinary course of (i) an occurrence which would make it reasonably likely that such party’s and its Affiliates’ businesses consistent with past practice, so long as any such contact does not relate to this Agreement or the transactions contemplated hereby, and is otherwise conducted in compliance with the terms of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoingConfidentiality Agreement. (c) Notwithstanding anything On and after the Closing Date, Parent will, and will cause the Final Surviving Company and its Subsidiaries to, (i) maintain the books and records of the business of the Company and its Subsidiaries for a period of seven years following the Closing Date and (ii) for a period of seven years following the Closing Date, upon reasonable written notice and during Working Hours, afford to the contrary contained Equityholders’ Representative and its agents reasonable access to (A) properties, copies of books and records for the period prior to Closing and (B) employees and auditors of the business of the Final Surviving Company and its Subsidiaries, in this Section 5.3each case to the extent necessary to permit the Equityholders’ Representative to perform or satisfy any legal or regulatory obligation relating to any period on or before the Closing Date or for any other reasonable business purpose. Notwithstanding the foregoing, neither the Company nor Parent, as applicable, nor any of its Subsidiaries Parent shall not be required to provide any access, access or make available any document, correspondence disclose information to the extent that such access or information, if doing so would, in the judgment of its legal counsel, (i) disclosure would jeopardize the attorney-client privilege of the Company or Parent, as applicable, or contravene any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)Applicable Law. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Upon reasonable notice, each of furthering the transactions contemplated hereby, Parent and the Company shall, and shall cause each of their respective Subsidiaries to, afford Parent to the other party and its the other party’s Representatives reasonable access access, during normal business hours upon reasonable advance prior notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ the their respective personnel, properties, contractsContracts, commitments, filings with Governmental Entities and books and records and, during such period, each of Parent and such the Company shall furnish promptly to the other party all available information concerning its business, properties and personnel business as Parent or the Company, as the case may be, may reasonably request. Notwithstanding anything ; provided, however, that each party shall not be required to the contrary contained in this Section 5.3(a), permit any document, correspondence or information inspection or other access provided pursuant access, or to this Section 5.3(a) may be redacted or otherwise limited to disclose any information, that in the extent required to prevent disclosure reasonable judgment of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be such party would: (i) conducted in violate any obligation of such a manner as not party with respect to interfere unreasonably with the normal operations of the Company confidentiality or any of its Subsidiaries and privacy; (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs jeopardize protections afforded such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize party under the attorney-client privilege of privilege, the Company or Parent, as applicable, attorney work product doctrine or any other applicable privilege; or (iii) violate any Legal Requirement, including any Covid-19 Measure; provided that in each case of its Subsidiaries or clauses (i), (ii) conflict with any and (Aiii) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a such party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld andwithheld, upon and shall use its reasonable best efforts to make alternative arrangements with respect to such information. Each party shall use commercially reasonable security measures to access the systems and information of the other party’s request, reasonably cooperate with . All confidential information obtained by each party and its Representatives pursuant to this Section 4.8(a) shall be subject to the other party to provide such information, in whole or in part, in a manner Confidentiality Agreement so long as it satisfies the definition of “Evaluation Material” contained therein. (b) To the extent that would not result in any of the outcomes described in information or material furnished pursuant to this Agreement may include material subject to the foregoing clauses (i) attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and (ii). (d) The parties hereto hereby agree that all they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information provided that is entitled to them protection under the attorney-client privilege, work product doctrine or their respective Representatives in connection with any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the consummation joint defense doctrine. (c) No exchange of information or investigation by Parent or the Company or any of their respective Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the transactions contemplated hereby shall be governed Company or Parent, respectively, set forth in accordance with the Confidentiality and Non-Disclosure this Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyUpon reasonable advance notice, the Company Company, on the one hand, and Parent, on the other hand, shall, and shall cause each of its Subsidiaries to, (x) afford Parent and its the other party’s Representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from prior to the date hereof until the earlier of the termination of this Agreement and the Company Merger Effective Time, to its and its Subsidiaries’ personnel, all properties, contractsfacilities, commitmentsofficers, offices and other facilities, and books and records and of the Acquired Companies or the Parent Companies, as applicable, and, during such period, the Company or Parent, as applicable, shall furnish promptly to the other party all readily available information concerning its business, properties, Contracts, assets and liabilities of itself and its Subsidiaries as the other party may reasonably request and (y) permit such inspections as the other party may reasonably require and promptly furnish the other party with such financial and operating data and other information with respect to the business, properties and personnel of itself and each of its Subsidiaries as Parent the other party may reasonably request. Notwithstanding anything ; provided, however, that the Acquired Companies or the Parent Companies, as applicable, shall not be required to the contrary contained in this Section 5.3(a), permit any document, correspondence or information inspection or other access, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, could: (a) violate any obligation of the Acquired Companies or the Parent Companies, as applicable, with respect to confidentiality, non-disclosure or privacy to a Third Party; (b) jeopardize protections afforded to any of the Acquired Companies or the Parent Companies, as applicable, under the attorney-client privilege or the attorney work product doctrine, and in any such event, the parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements; (c) violate any Law; or (d) materially interfere with the conduct of the business of the Acquired Companies or the Parent Companies, as applicable (provided that the Company or Parent, as applicable, shall use commercially reasonable efforts to allow for such access provided or disclosure in a manner that does not result in the events set out in clauses (a) through (d)). No investigation pursuant to this Section 5.3(a) may 5.6 shall affect or be redacted deemed to qualify, modify or otherwise limited limit any representation or warranty in this Agreement of any party or any condition to the extent required to prevent disclosure of information concerning the valuation obligations of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive informationparties. All requests for access pursuant to this Section 5.3(a) shall 5.6 must be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything directed to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege Chief Executive Officer of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable another Person designated in writing by such party. The Company shall cooperate and participate, as reasonably requested by Parent from time to time and to the Company or any of its Subsidiaries or extent consistent with applicable Law, in Parent’s efforts to oversee the assets, or operation integration of the businessparties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational or financial matters as Parent may reasonably request (including customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Acquired Companies). The Parent Parties, on the one hand, and the Company Parties, on the other hand, shall not, and shall cause their respective Representatives not to, contact any customers, suppliers, vendors, service providers, joint venture partners, lessors, lessees, consultants or lenders of the Company or Parent, as applicable, in connection with the Mergers or any of its Subsidiaries or (B) Contract to which the Company other Transactions without the Company’s, or Parent’s, as applicable, prior written consent (such consent not to be unreasonably withheld, conditioned or any of its Subsidiaries is a party or by which any of their assets or properties are bounddelayed); provided, however, that in such instances the party withholding access Company shall inform use its reasonable best efforts to allow the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate Parent Parties to communicate with the other party to provide Acquired Companies’ property managers (including the Company Management Companies), asset managers and accounting staff, provided that any such information, in whole or in part, in a manner that would not result in any of the outcomes described in communication contemplated by the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby sentence shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between arranged by the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue Company may have a Representative participate in full force and effect in accordance with its termsany such communications.

Access. Upon reasonable notice, each party agrees to (aand shall cause each of its subsidiaries to) For purposes of furthering afford the transactions contemplated herebyother party's officers, the Company shall afford Parent employees, counsel, accountants and its Representatives reasonable access other authorized representatives ("Representatives") access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective TimeClosing Date, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, shall (and such shall cause each of its subsidiaries to) furnish promptly to the other party all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access be requested; provided that no investigation pursuant to this Section 5.3(a) may 6.8 shall affect or be redacted deemed to modify any representation or otherwise limited to warranty made by the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive party furnishing such information. All access Each party will not, and will cause its respective Representatives not to, use any information obtained pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not 6.8 for any purpose unrelated to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed by this Agreement. Subject to the requirements of applicable law, pending consummation of the transactions herein contemplated, each party conducting an investigation hereunder will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained from the other party pursuant to this Section 6.8 or during the investigation leading up to the execution of this Agreement. The agreements between Dime and Xxxxxx regarding the confidentiality of such information in accordance with effect at the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation date hereof (the “"Confidentiality Agreement”), which Agreements") shall continue and survive in full force and effect until the Effective Time or, in the event this Agreement is terminated, shall continue in accordance with the terms thereof. Upon any termination of this Agreement, each party will collect and deliver to the other party all nonpublic documents obtained by it or any of its termsRepresentatives and then in their possession and any copies thereof and destroy or cause to be destroyed all notes, memoranda or other documents in the possession of it or of its Representatives containing or reflecting any nonpublic information obtained from the other party, except to the extent that any such information may be embodied in minutes of the meetings of such party's Board of Directors or in filings, reports or submissions to or with any Governmental Entity.

Access. (a) For purposes of furthering the transactions contemplated herebyTransactions, during the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnelofficers, employees, properties, contracts, commitments, books and records and such any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws (other than information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything the value of the Company or relating to the contrary contained process leading to the negotiation and execution of this Agreement and any communications relating to any Company Acquisition Proposal or Company Competing Transaction) and (ii) use its reasonable best efforts to make available to Parent, during normal business hours and at the Company’s principal place of business or via telephone, the Company’s accountants, consultants, legal counsel, financial advisors and representatives, in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited each case to the extent required reasonably requested by Parent in order to prevent disclosure of information concerning discuss the valuation affairs of the CompanyCompany and its Subsidiaries. During such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the Mergers FDA or other similarly confidential or competitively sensitive informationsimilar Governmental Authority promptly after receipt of such communication. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel Chief Executive Officer of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries nor their respective Representatives shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the reasonable judgment of its the Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Material Company Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, however, that in such instances the party withholding access Company shall inform the other party Parent of the general nature of the information being withheld and the basis for withholding and, upon the other partyParent’s request, reasonably cooperate with the other party Parent to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or its Representatives shall affect or be deemed to modify or waive the representations and warranties of the Company set forth in this Agreement. (d) The parties hereto Parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19May 8, 20182014, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access At all times during normal business hours upon reasonable advance notice to the Company, throughout the period from commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company shall afford Purchaser reasonable access, consistent with applicable Law, during normal business hours, on reasonable advance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to its and its Subsidiaries’ personnel, the properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in compliance with such applicable Law or Contract), (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without jeopardizing such privilege), (c) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the Mergers transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transactions or the other similarly confidential transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.7 or competitively sensitive information(d) access would result in the disclosure of any trade secrets of third Persons. All access Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 5.3(a) 6.7 shall be conducted in a manner that is consistent with all applicable COVID-19 Measures and (i) conducted in such a manner as that does not to unreasonably interfere unreasonably with the normal operations conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries and of their normal duties or (ii) coordinated through the General Counsel create a risk of damage or destruction to any property or assets of the Company or a designee thereof. (b) In its Subsidiaries. Any access to the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives properties of the Company and provide its Subsidiaries shall be subject to the Company with Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement shall apply to any information reasonably requested obtained by Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the foregoing. (c) access contemplated by this Section 6.7. Notwithstanding anything to the contrary contained in this Agreement, each Party may satisfy its obligations set forth in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, 6.7 by electronic means if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding physical access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)be permitted under applicable COVID-19 Measures. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Subject to specific restrictions imposed upon Seller and Company by Law or Contract to which either of furthering them is a party and to the transactions contemplated herebyexecution and delivery by each of the representatives of Buyer referred to below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, the 1997 by and between Buyer and Seller, Seller and Company shall afford Parent authorize and permit Buyer and its Representatives representatives (which term shall be deemed to include its independent accountants and counsel and representatives of prospective financing institutions of Buyer) to have reasonable access during normal business hours hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of their respective businesses, to all of their respective properties, books, records, operating instructions and procedures, Tax Returns, and all other information with respect to the Business as Buyer may from time to time request, and to make such reasonable numbers of copies of such books, records and other documents and to discuss their respective businesses with such other Persons, including, without limitation, the directors, officers, employees, accountants, counsel, suppliers, customers, and creditors of Seller (with respect to the Business) and Company, throughout as are reasonably necessary or appropriate for the period from purposes of familiarizing them with the date hereof until Business and obtaining any necessary Approvals of or Permits for the earlier transactions contemplated by this Agreement. Without limiting the generality of the termination foregoing, Buyer shall be entitled to (a) conduct or cause to be conducted without the consent of this Agreement and Seller or Company, an environmental compliance audit of the Effective TimeBusiness and, respect to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything any interest in real property held by Seller (with respect to the contrary contained in this Section 5.3(a), any document, correspondence Business) or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations non-invasive environmental audit consisting of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. "phase 1" environmental study, (b) In conduct or cause to be conducted subject to the event prior written consent of Seller or Company (iwhich consent shall not be unreasonably withheld) an occurrence which would make it reasonably likely that with respect to any of interest in real property held by Seller (with respect to the conditions set forth in Section 6.2(a), Section 6.2(bBusiness) or Section 6.2(c) would not be met Company such other environmental investigations or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), studies as Buyer may desire and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything review, as soon as available, copies of all reports, renewals, filings, certificates, statements and other documents received by Seller (with respect to the contrary contained in this Section 5.3, neither the Business) or Company nor Parent, as applicable, nor from any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)Governmental Entity. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Upon reasonable notice, each of furthering DISH and EchoStar shall, and shall cause each of their respective Subsidiaries to, afford to the transactions contemplated hereby, other party and the Company shall afford Parent and its other party’s Representatives reasonable access access, during normal business hours upon reasonable advance prior notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ their respective personnel, properties, contractsContracts, commitments, filings with Governmental Entities and books and records and, during such period, each of DISH and such EchoStar shall furnish promptly to the other party all available information concerning its businessbusiness as DISH or EchoStar, properties and personnel as Parent the case may be, may reasonably request. Notwithstanding anything ; provided, however, that each party shall not be required to the contrary contained in this Section 5.3(a), permit any document, correspondence or information inspection or other access provided pursuant access, or to this Section 5.3(a) may be redacted or otherwise limited to disclose any information, that in the extent required to prevent disclosure reasonable judgment of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be such party would: (i) conducted in violate any obligation of such a manner as not party with respect to interfere unreasonably with the normal operations of the Company confidentiality or any of its Subsidiaries and privacy; (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs jeopardize protections afforded such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize party under the attorney-client privilege of privilege, the Company or Parent, as applicable, attorney work product doctrine or any other applicable privilege; or (iii) violate any Legal Requirement, including any Covid-19 Measure; provided that in each case of its Subsidiaries or clauses (i), (ii) conflict with any and (Aiii) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a such party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld andwithheld, upon and shall use its reasonable best efforts to make alternative arrangements with respect to such information. Each party shall use commercially reasonable security measures to access the systems and information of the other party’s request, reasonably cooperate with . All confidential information obtained by each party and its Representatives pursuant to this Section 4.8(a) shall be subject to the other party to provide such information, in whole or in part, in a manner Confidentiality Agreement so long as it satisfies the definition of “Evaluation Material” contained therein. (b) To the extent that would not result in any of the outcomes described in information or material furnished pursuant to this Agreement may include material subject to the foregoing clauses (i) attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and (ii). (d) The parties hereto hereby agree that all they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information provided that is entitled to them protection under the attorney-client privilege, work product doctrine or their respective Representatives in connection with any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the consummation joint defense doctrine. (c) No exchange of information or investigation by DISH or EchoStar or any of their respective Representatives shall affect or be deemed to affect, modify or waive the transactions contemplated hereby shall be governed representations and warranties of EchoStar or DISH, respectively, set forth in accordance with the Confidentiality and Non-Disclosure this Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes During the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to ARTICLE VIII and the Effective Time, each of the Company and Parent shall afford Parent the other and its Representatives reasonable access during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Timenotice, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records records, Contracts, Permits, and personnel, as such other information concerning its business, properties and personnel as Parent party may reasonably request. Notwithstanding anything ; provided, however, that the terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 6.09) shall apply to any information provided to Parent or the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided Company pursuant to this Section 5.3(a) may 6.06; and provided further, that neither Parent nor the Company shall be redacted required to, or otherwise limited to the extent be required to prevent disclosure cause its Subsidiaries to, afford access or disclose any information that would, in the reasonable judgment of information concerning the valuation of Parent or the Company, Parent as the case may be, (a) violate any Applicable Law or Order (including Antitrust Laws and COVID-19 Measures), (b) result in a violation of a confidentiality agreement with a third party entered into prior to the Mergers date of this Agreement or entered into after the date of this Agreement in the Ordinary Course or (c) jeopardize the attorney-client, attorney work product or other similarly confidential legal privilege of Parent or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through their respective Subsidiaries. In the General Counsel of event that the Company or a designee thereof. (b) In Parent does not provide access to or disclose information to Parent or the event of (i) an occurrence which would make it reasonably likely that any Company in reliance on the final proviso of the conditions set forth in Section 6.2(a)preceding sentence, Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled such party shall use reasonable best efforts to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs communicate such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party in a manner that does not result in the violation of any such obligation, Applicable Law or Order or the jeopardy of such protections. Notwithstanding the foregoing, neither Parent nor the Company shall be permitted to perform any on-site procedures (including an on-site environmental or other study) with respect to any property of the general nature of the information being withheld and, upon other party or the other party’s request, reasonably cooperate with Subsidiaries without the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)party’s prior written consent. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes At all times during the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall afford Parent and its Representatives reasonable access during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, upon reasonable advance notice notice, to the properties, books and records, Contracts, Permits, and personnel of the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a); provided, any documenthowever, correspondence or that no information or other access provided knowledge obtained by Parent in any investigation conducted pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited warranty of the Company set forth herein or the conditions to the extent required obligations of Parent, Merger Sub and Merger Sub LLC to prevent disclosure of information concerning consummate the valuation transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Company, Confidentiality Agreement (as amended pursuant to Section 6.9) shall apply to any information provided to Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a6.6; and provided further, that the Company shall not conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media; and provided further, that the Company shall not be required to, nor shall the Company be required to cause its Subsidiaries to, afford access or disclose any information that would (a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations violate any obligation of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. to any Third Party, (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to protections afforded the Company or any of its Subsidiaries under the attorney-client privilege or attorney work product doctrine or (c) violate any Applicable Law or Order. In the assets, event that the Company does not provide access to or operation disclose information to Parent in reliance on the final proviso of the businesspreceding sentence, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract it shall use reasonable best efforts to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in communicate such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would does not result in the violation of any such obligation, Law or Order or the jeopardy of the outcomes described in the foregoing clauses (i) and (ii)such protections. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout During the period from the date hereof of this Agreement until the earlier of the termination of this Agreement and in accordance with its terms or the Effective Time, upon reasonable prior notice, the Company shall (at Parent’s sole cost and expense) (i) afford Parent and its Representatives that need to its know such information, reasonable access in a manner that does not unreasonably interfere with the business of the Company and its Subsidiaries’ , during normal business hours, to the Company’s and its Subsidiaries personnel, properties, contracts, commitmentsContracts, books and records and such other (ii) furnish promptly to Parent all available information concerning its business, properties and personnel business as Parent may reasonably request. Notwithstanding anything to , in the contrary contained in this Section 5.3(acase of each of clause (i) and (ii), any documentfor the purpose of consummating the Transactions and Financing; provided, correspondence or information or other access provided pursuant to this Section 5.3(a) may however, that the Company shall not be redacted or otherwise limited to the extent required to prevent permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (A) violate any obligation of the Company with respect to confidentiality or privacy; (B) jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (C) violate any Laws; or (D) result in the disclosure of (v) any trade secrets of the Company, any Subsidiary of the Company or any third party, (w) competitively sensitive information, (x) information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and Subsidiaries, (iiy) coordinated through the General Counsel of documents or information that is reasonably pertinent to any adverse Proceeding between the Company or a designee thereof. (b) In and its Affiliates, on the event of (i) an occurrence which would make it reasonably likely that any of one hand, and Parent and its Affiliates, on the conditions set forth in Section 6.2(a)other hand, Section 6.2(b) or Section 6.2(c) would not be met or (iiz) the Company Board determining in good faith personal information that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause would expose the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives risk of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are boundliability; provided, that in such instances each case (other than in the party withholding access case of (iv)(y)) the Company shall inform the other party Parent of the general nature of the information being withheld andand shall use its commercially reasonable efforts, at Parent’s sole cost and expense, to make alternative arrangements that would allow Parent (or its applicable Representative) access to such information. Nothing in this Section 5.3 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Neither the Company nor any of its Subsidiaries (or any other person) makes, has made, or shall be deemed to have made, any representation or warranty relating to any information provided pursuant to this Section 5.3. (b) During the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, upon reasonable prior notice, Parent shall (at Company’s sole cost and expense) (i) afford the other party’s request, reasonably cooperate with the other party Company and its Representatives that need to provide know such information, in whole or in part, reasonable access in a manner that would does not result in any unreasonably interfere with the business of the outcomes described Parent and its Subsidiaries, during normal business hours, to Parent’s and its Subsidiaries personnel, properties, Contracts, books and records and (ii) furnish promptly to the Company all available information concerning its business as the Company may reasonably request, in the foregoing clauses case of each of clause (i) and (ii), for the purpose of consummating the Transactions; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (A) violate any obligation of Parent with respect to confidentiality or privacy; (B) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (C) violate any applicable Laws; or (D) result in the disclosure of (v) any trade secrets of the Company, any Subsidiary of the Company or any third party, (w) competitively sensitive information, (x) information concerning the valuation of Parent or any of its Subsidiaries, (y) documents or information that is reasonably pertinent to any adverse Proceeding between the Parent and its Affiliates, on the one hand, and Company and its Affiliates, on the other hand, or (x) personal information that would expose Parent to the risk of liability; provided, that in each case (other than in the case of (iv)(y)) Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable efforts, at Company’s sole cost and expense, to make alternative arrangements that would allow the Company (or its applicable Representatives) access to such information. Nothing in this Section 5.3 shall be construed to require the Parent, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Neither the Parent nor any of its Subsidiaries (or any other person) makes, has made, or shall be deemed to have made, any representation or warranty relating to any information provided pursuant to this Section 5.3. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) The parties hereto No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement. (e) Each of Parent and the Company hereby agree that all information provided to them it or their respective its Representatives in connection with pursuant to this Agreement and the consummation of the transactions contemplated hereby Section 5.3 shall be governed in accordance with the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19October 11, 20182024, by and between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”); provided, that the term of the Confidentiality Agreement (other than Section 8 thereof, which shall continue in full force and effect terminate in accordance with its terms) shall be hereby deemed amended to the later of (i) the second (2nd) anniversary of the date of the Confidentiality Agreement and (ii) the date that is one year from the termination of this Agreement.

Access. During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.1 (a) For purposes of furthering the transactions contemplated hereby“Pre-Closing Period”), the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from Company shall provide Parent and Parent’s Representatives with reasonable access during normal business hours to the date hereof until Company’s existing books and records for the earlier purpose of enabling Parent to verify the accuracy of the termination Company’s representations and warranties contained in this Agreement; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as to maintain the confidentiality of this Agreement and the Effective Timetransactions contemplated hereby in accordance with the terms hereof and not to interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party). During the Pre-Closing Period, and its Subsidiaries’ personnelupon reasonable advance notice to Parent, properties, contracts, commitments, Parent shall provide Company and Company’s Representatives with reasonable access during normal business hours to Parent’s existing books and records for the purpose of enabling the Company to verify the accuracy of Parent’s representations and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary warranties contained in this Section 5.3(a)Agreement; provided, however, that any document, correspondence or information or other such access provided pursuant to this Section 5.3(a) may shall be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with maintain the normal operations confidentiality of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality terms hereof and Non-Disclosure not to interfere with Parent’s operations to effect the Creditor Plan and the transactions contemplated by this Agreement, dated as of March 19, 2018, between . Nothing herein shall require Parent to disclose any information to the Company and Concentrix Corporation if such disclosure would, in its reasonable discretion (a) jeopardize any attorney- client or other legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the “Confidentiality Agreement”date of this Agreement (including any confidentiality agreement to which Parent or its Affiliates is a party), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Subject to applicable Law relating to the sharing of furthering the transactions contemplated herebyinformation, upon reasonable notice, and except as may otherwise be required by applicable Law, the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent the other’s officers, employees, counsel, accountants, consultants and its Representatives other authorized representatives (“Representatives”) reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, each shall (and such shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access be requested; provided that no investigation pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent or Merger Sub; and provided, further, that the Mergers foregoing shall not require the Company or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be Parent (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or permit any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any accessinspection, or make available to disclose any document, correspondence or information, if doing so would, that in the reasonable judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicablethe case may be, would result in the disclosure of any trade secrets of third parties or violate any of its Subsidiaries obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) conflict with to disclose any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, privileged information of the Company or Parent, as applicablethe case may be, or any of its Subsidiaries Subsidiaries. Nothing in this Agreement shall be deemed to impair or limit the right of PCX, in connection with its SRO functions, to access the properties, books, contracts and records of ArcaEx as required by the provisions of SEC Order No. 34-44983 (B) Contract October 25, 2001). All requests for information made pursuant to which this Section 6.6 shall be directed to an executive officer of the Company or Parent, as applicablethe case may be, or any of its Subsidiaries is a party or such Person as may be designated by which any either of their assets or properties are bound; providedexecutive officers, that in as the case may be, with a copy to the General Counsel of such instances the party withholding access shall inform the other party of the general nature of the party. All such information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with by the terms of the Confidentiality Agreement. Any rights or obligations set forth in this Section 6.6 shall be in addition to the terms of Section 4.13 and Non-Disclosure other terms of the Amended and Restated Facility Services Agreement, dated as of March 1922, 20182002, between the Company among Archipelago Holdings, L.L.C., PCX and Concentrix Corporation PCX Equities (the “Confidentiality Facility Services Agreement”), which which, for the avoidance of doubt, shall continue in full force and effect in accordance with its termspursuant to the terms thereof.

Access. (a) For purposes of furthering the transactions contemplated hereby, the The Company shall afford afford, and shall cause its Affiliates, agents, and representatives to afford, to Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors, prospective financing sources, Affiliates and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours upon reasonable advance notice to the Company(and at other times as may be mutually agreed), throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its and its SubsidiariesAffiliates’ personnelofficers, employees, accountants, properties, contracts, commitments, books and records and such any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, operating and other data and information concerning as Parent, through its businessofficers, properties and personnel as Parent employees or other authorized representatives, may from time to time reasonably requestrequest in writing. Notwithstanding anything to the contrary contained in this Section 5.3(a)foregoing, any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may the Company shall not be redacted or otherwise limited to the extent required to prevent disclosure of information concerning afford such access if it would unreasonably disrupt the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel Affiliates, would cause a violation of the Company or a designee thereof. (b) In the event of (i) an occurrence any agreement to which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assetsAffiliates is a party, or operation would constitute a violation of the businessany applicable Law, nor shall Parent or any of its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract Affiliates, except, with respect to which the Company or Parentany on site procedure, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such informationCompany’s prior written consent (which consent shall not be unreasonably withheld, in whole delayed or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (iiconditioned). (db) The parties hereto Parent hereby agree agrees that all information provided to them it or their respective its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby by this Agreement shall be governed kept confidential in accordance with the Confidentiality and Non-Disclosure Nondisclosure Agreement, dated as of March 19May 8, 2018, 2007 between the Company and Concentrix Corporation Vestar Capital Partners V, L.P. (the “Confidentiality Agreement”), ) which Confidentiality Agreement shall continue in full force and effect in accordance with its termsto apply.

Access. (a) For purposes At all times during the period commencing with the execution and delivery of furthering this Agreement and continuing until the transactions contemplated herebyearlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, afford Parent and its Representatives reasonable access during normal business hours hours, upon reasonable advance notice notice, to the Companyproperties, throughout books and records and personnel of the period Company and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel as Parent may reasonably request, including (i) any report, schedule and other document filed or furnished by it with the SEC and any material communication (including “comment letters”) received by the Company from the date hereof SEC in respect of such filings, and (ii) internal monthly consolidated financial statements of the Company and the Company Subsidiaries, to the extent prepared in the Ordinary Course of Business; provided, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.03 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. Subject to compliance with applicable Law, from the Effective Date until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to general status of the extent required to prevent disclosure of information concerning the valuation ongoing operations of the Company, Parent . Any investigation conducted pursuant to the access contemplated by this Section 5.03 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Mergers Company Subsidiaries or other similarly confidential create a risk of damage or competitively sensitive information. All access pursuant destruction to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations any property or assets of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereofSubsidiaries. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from From the date hereof until the earlier Closing Date, Seller shall, at the prior written request of Buyer, (i) give Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, reasonable access during Working Hours to the offices and properties, and to copies of books and records, of the termination of this Agreement Company Group subject in all respects to any and all restrictions and protections related to the COVID-19 virus (or any variant or strain thereof) applicable to the Company Group or that Seller and the Effective Time, Company Group have in effect; (ii) furnish to its Buyer and its Subsidiaries’ personnelRepresentatives, propertieswho are bound by the Mutual Confidentiality Agreement, contracts, commitments, books such financial and records operating data and such any other information concerning its business, properties relating to the Company Group and personnel in the possession of Seller or the Company Group members as Parent such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of the Company Group to cooperate with Buyer in its investigation of the Company Group. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided Any investigation pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) 5.04 shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations conduct of the Company Group or to violate any policies and procedures related to the COVID-19 virus (or any of its Subsidiaries variant or strain thereof) that Seller or the Company Group has in effect or as required by a Governmental Authority or state Governor. Notwithstanding the foregoing, (A) Seller shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client or other privilege, contravene any Applicable Law or Contract or contravene any confidentiality undertaking; and (iiB) coordinated through prior to the General Counsel Closing Date and unless otherwise expressly required by any Governmental Authority, Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company Group, including any sampling or a designee thereoftesting of the air, soil, surface water, groundwater, building materials or other environmental media, unless Seller consents in writing to such investigations, which consent may be withheld in Seller’s sole discretion. All information provided or obtained pursuant to this Section 5.04 shall be kept confidential by Buyer and its Representatives in accordance with the Mutual Confidentiality Agreement. (b) In From the event of (i) an occurrence which would make it reasonably likely date hereof until the Closing Date, without Seller’s prior written consent, Buyer shall not, and shall cause its Affiliates not to, contact any customers, vendors or suppliers of, or other third parties having business relationships with, the Company Group members, provided that if Seller provides its written consent, any such contact shall be conducted in compliance with the terms of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could Mutual Confidentiality Agreement and Representatives of Seller shall be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)reasonable notice of, and the Company Board needs participation in, all such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with meetings. Notwithstanding the foregoing. (c) Notwithstanding anything to the contrary contained in , this Section 5.3, neither the Company nor Parent, as applicable, nor 5.04(b) shall not restrict Buyer or its Affiliates from any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable such contact does not relate to the Company or any of its Subsidiaries or the assetsGroup, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of or the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termshereby.

Access. (a) For purposes From the date of furthering this Agreement through the transactions contemplated herebyClosing Date, the Company shall afford Parent (i) provide Acquisition Corp. and its Representatives reasonable access during normal business hours upon reasonable advance notice designees (including officers, counsel, accountants, actuaries, and other authorized representatives) with such information as Acquisition Corp. may from time to time reasonably request with respect to the Company, throughout including assistance to Acquisition Corp. in connection with the period from transactions contemplated by this Agreement; (ii) provide Acquisition Corp. and its designees access during regular business hours to the date hereof until the earlier books, records, offices, personnel, counsel, accountants and actuaries of the termination of this Agreement Company, as Acquisition Corp. or its designees may from time to time reasonably request; and (iii) permit Acquisition Corp. and its designees to make such inspections thereof, including without limitation conducting customary environmental tests (with the Company having prior notice and the Effective Timeright to be present), to its assessments and its Subsidiaries’ personnelaudits, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent Acquisition Corp. may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) Any investigation shall be (i) conducted in such a manner so as not to interfere unreasonably with the normal operations operation of the Company business of the Company. No such investigation shall limit or modify in any way the Company's obligations with respect to any breach of its Subsidiaries representations, warranties, covenants or agreements contained herein. Information afforded or furnished to Acquisition Corp. by the Company pursuant to this Section 5.02 shall be kept confidential by and shall not be disclosed to third parties by them except: (iia) coordinated through with the General Counsel prior written consent of the Company or a designee thereof. Company; (b) In the event of as may be required by law, regulation or by legal process (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(aincluding by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), Section 6.2(b) or Section 6.2(c) would not be met ; or (iic) the Company Board determining in good faith that it could as may be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested necessary in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsMerger.

Access. (a) For purposes of furthering From June 8, 2011 through the transactions contemplated herebyClosing, the Company Seller shall afford Parent to Buyer and its authorized Representatives (i) reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to unreasonably interfere unreasonably with the normal operations operation of the Company’s business, to the properties, books, contracts, and records of Seller and the Company or any and to the appropriate officers and employees of its Subsidiaries Affiliates of Seller and the Company and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of Seller and the Company as Buyer and such Representatives may reasonably request and (ii) coordinated through such access as is contemplated by the General Counsel Interim Operations Plan. Seller shall have the right to have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of the Company or a designee thereof. (b) In the event of access to, and Seller shall have no obligation to provide to Buyer, information relating to: (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information bids received from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested others in connection with the foregoing. transactions contemplated by this Agreement (cor similar transactions) Notwithstanding anything and information and analyses (including financial analyses) relating to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or such bids; (ii) conflict with any (A) Law applicable information the disclosure of which would jeopardize any privilege available to Seller or the Company relating to such information or any of its Subsidiaries would cause Seller or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries to breach a confidentiality obligation; or (Biii) Contract to any information the disclosure of which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, would result in a manner that would not result in violation of Law. Further, Buyer shall have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or about any of the outcomes described Assets without the prior written consent of Seller. All requests for information made under this Section 6.3(a) shall be directed to the Person designated by Seller in the foregoing clauses (i) a Notice delivered to Buyer, and (ii). (d) The parties hereto hereby agree that all such information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with subject to the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Subject to applicable Law relating to the sharing of furthering the transactions contemplated herebyinformation, upon reasonable notice, and except as may otherwise be required by applicable Law, the Company shall (and shall cause its Subsidiaries to) afford Parent and its Representatives representatives reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, shall (and such other shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything be requested, including information relating to the contrary contained Contracts with Governmental Entities, insurance, pending litigation or claims, employee and employment matters, and information regarding Company membership in this Section 5.3(a)standards organizations, any document, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a7.7 shall affect or be deemed to modify any representation or warranty made by the Company, and provided, further, that the foregoing shall not require the Company (i) may be redacted to permit any inspection, or otherwise limited to disclose any information, that in the extent required to prevent disclosure of information concerning the valuation reasonable judgment of the Company, Parent and would result in the Mergers disclosure of any trade secrets of third parties or other similarly confidential violate any of its obligations with respect to confidentiality if the Company shall have used its commercially reasonable efforts to obtain the consent of such third party to such inspection or competitively sensitive information. All access pursuant disclosure, (ii) to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations disclose any privileged information of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it any information that is reasonably likely that expected to jeopardize any of the conditions set forth in Section 6.2(a), Section 6.2(b) attorney client or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its other legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assetsSubsidiaries, or operation of the business, (iii) to disclose any information where such disclosure would violate any applicable Laws. All requests for information made pursuant to this Section 7.7 shall be directed to an executive officer of the Company or Parent, such Person as applicable, or any of its Subsidiaries or (B) Contract may be designated by such executive officer. All information made available pursuant to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby Section 7.7 shall be governed in accordance with by the terms of the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebyTransactions, during the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnelofficers, employees, properties, contracts, commitments, books and records and such any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws (other than information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything the value of the Company or relating to the contrary contained process leading to the negotiation and execution of this Agreement and any communications relating to any Company Acquisition Proposal or Company Competing Transaction) and (ii) use its reasonable best efforts to make available to Parent, during normal business hours and at the Company’s principal place of business or via telephone, the Company’s accountants, consultants, legal counsel, financial advisors and representatives, in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited each case to the extent required reasonably requested by Parent in order to prevent disclosure of information concerning discuss the valuation affairs of the CompanyCompany and its Subsidiaries. During such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the Mergers FDA or other similarly confidential similar Governmental Authority promptly after receipt of such communication, shall provide Parent with a reasonable opportunity to review and comment on such filing or competitively sensitive informationsubmission, and shall give reasonable consideration to all comments reasonably proposed by Parent. All access pursuant to this Section 5.3(a6.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel Chief Executive Officer of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.36.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries nor their respective Representatives shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the reasonable judgment of its the Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Material Company Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, however, that in such instances the party withholding access Company shall inform the other party Parent of the general nature of the information being withheld and the basis for withholding and, upon the other partyParent’s request, reasonably cooperate with the other party Parent to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or its Representatives shall affect or be deemed to modify or waive the representations and warranties of the Company set forth in this Agreement. (d) The parties hereto Parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions shall be governed in accordance with the Confidentiality and Mutual Non-Disclosure Agreement, dated as of March 19January 31, 20182014, as amended on August 7, 2015, between the Company and Concentrix Corporation Sun Pharmaceutical Industries Ltd. (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to applicable Law, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof Execution Date until the earlier of Closing Date or, if earlier, the termination of this Agreement (the “Interim Period”), each Party (the “Disclosing Party”) shall provide the other Parties (each a “Receiving Party”), their Affiliates, and the Effective Timetheir respective Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to its all assets, books and records, contracts, documents, officers, employees, agents, legal advisors, and accountants of the Disclosing Party and its Subsidiaries’ personnel, propertiesand the Disclosing Party shall furnish reasonably promptly to the Receiving Party and its Representatives such information concerning the Disclosing Party and its Subsidiaries and their assets, business, books and records, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted reasonably requested, from time to time, by or otherwise limited to the extent required to prevent disclosure of information concerning the valuation on behalf of the CompanyReceiving Party. The Receiving Party shall, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted cause its Representatives to, conduct any such activities in such a manner as not to interfere unreasonably with the normal operations business of the Company Disclosing Party or its Subsidiaries. The Disclosing Party shall have the right to have a Representative present for any communication with employees of the Receiving Party or its Affiliates, and each Party shall and shall cause its Representatives to observe and comply with all applicable health, safety, and security requirements, including COVID-19 Measures, of the Disclosing Party and its Subsidiaries if the Receiving Party exercises its rights to access any assets of the Disclosing Party or its Subsidiaries under this Section 5.2(a). Neither Receiving Party nor its Representatives shall contact any of the employees, customers, suppliers, or parties that have business relationships with the Disclosing Party or any of its Subsidiaries in connection with the Transactions without the specific prior written authorization of the Disclosing Party. For purposes of clarification, the Receiving Party and its Representatives shall be permitted to conduct non-invasive environmental assessments, including any Phase I environmental site assessments in accordance with ASTM Standard E1527-13, but Contributor and its Representatives shall not be entitled to collect any air, soil, surface water, or ground water samples, nor to perform any invasive or destructive sampling on, under, at, or from the real property owned or leased by the Disclosing Party or its Subsidiaries. No investigation or information provided pursuant to this Section 5.2(a) shall affect or be deemed to modify any representation or warranty made by any Party herein. The Receiving Party shall hold in confidence all information disclosed to the Receiving Party or its Representatives hereunder on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding anything to the contrary in this Section 5.2(a), the Receiving Party shall have no right of access to, and neither the Disclosing Party nor any of its Affiliates shall have any obligation to provide, any information the disclosure of which could reasonably be expected to (i) jeopardize any privilege available to the Disclosing Party or any of its Affiliates or Representatives, (ii) coordinated through cause the General Counsel Disclosing Party or any of its Affiliates or Representatives to breach a contract, or (iii) result in a violation of Law; provided that, in the event that the restrictions in this sentence apply, the Disclosing Party shall provide the Receiving Party with a reasonably detailed description of the Company information not provided, and the Disclosing Party shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Contributor to evaluate such information without violating such Law or a designee thereofcontract or jeopardizing such privilege. Promptly upon completion of any such access, the Receiving Party shall repair at its sole expense any damage caused by such access. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a)The Receiving Party agrees to indemnify, Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)defend, and hold harmless the Company Board needs such information from Disclosing Party, its Affiliates, and its and their respective Representatives for any and all Losses incurred by the Parent to make such determinationDisclosing Party, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any accessAffiliates, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and arising solely as a result of actions taken by the consummation Receiving Party or its Representatives pursuant to the access rights under Section 5.2(a), including any Proceedings by any of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure AgreementReceiving Party’s Representatives for any injuries or property damage while present, dated as of March 19EXCEPT TO THE EXTENT THAT SUCH LOSSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DISCLOSING PARTY, 2018ITS AFFILIATES, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsOR THEIR RESPECTIVE REPRESENTATIVES. THE PARTIES ACKNOWLEDGE THAT THE INTENT OF THIS SECTION 5.2(b) IS CLEAR AND UNEQUIVOCAL AND THIS STATEMENT CONSTITUTES CONSPICUOUS NOTICE.

Access. (a) For Subject to Section 6.6, for purposes of furthering reasonably related to the transactions contemplated herebyby this Agreement, prior to the Company last Closing, Seller shall afford Parent Buyers, their financing sources, and its Representatives reasonable their counsel, accountants, consultants and other representatives such access during normal business hours upon reasonable advance notice times and at Buyers’ expense to the CompanyStores and Seller Real Property and any landlords therefor, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its shall promptly (and its Subsidiaries’ personnel, properties, contracts, commitments, books in any event within five business days after a request therefor) provide such financial and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to regarding the contrary contained in this Section 5.3(aStores (including property management system asset listings or reports), any document, correspondence or information or other access provided pursuant in each case as Buyers shall from time to this Section 5.3(a) may be redacted or otherwise limited time reasonably request and to the extent required Seller or an affiliate thereof has such information under its control or possession and reasonably available (without the incurrence of significant cost or expense to prevent disclosure of information concerning the valuation of the Companythird parties); provided, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be however, that (i) any such investigation of the Stores shall be conducted in such a manner as not to interfere unreasonably with the normal operations operation of the Company or any Business and shall be subject to, and conducted in accordance with, the terms of its Subsidiaries and the applicable Lease, (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would Seller shall not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide Buyers with any accesssuch access to the extent provision of such access would reasonably be expected to result in a breach or violation of, or make available default under, any documentLaw or Contract and (iii) Buyers shall indemnify, correspondence defend and hold harmless the Seller Indemnitees from and against any and all Losses or informationLiabilities incurred by any Seller Indemnitees, relating to, arising out of or resulting from any such access and which was caused by Buyers or their representatives as a result of such access; provided, however, if doing so wouldany claim relating thereto is asserted against Seller, Seller shall promptly give written notice thereof to Buyers; provided, further, that Buyers shall not be required to indemnify Seller if and to the extent that any such damage was caused by any Seller Indemnitee and in no event shall Buyers be liable for any damages, including any perceived loss of economic value in any Leased Real Property or Purchased Asset, as a result of any Buyer’s discovery of any pre-existing conditions affecting any Leased Real Property or Purchased Asset or any facts, circumstances or omissions which constitute a breach of this Agreement or for which Seller is obligated to indemnify any Buyer Indemnitee. Seller shall have the right to have a representative present at all times during any such access to the Stores. Such investigation by Buyers may include inspections of the roof, buildings, fixtures, improvements, building systems, and environmental conditions on the Seller Real Property and in the Stores. Notwithstanding the foregoing, without Seller’s prior written consent, Buyers shall not conduct any Phase II Environmental Survey or any other invasive testing on any of the Stores prior to the applicable Closing Date. At least three days prior to the applicable Transition Date Closing, Seller will allow Buyers access (a) to the Stores, at a time acceptable to Seller and with a representative of Seller present, to install necessary cables, controllers, servers and related equipment to allow the applicable Buyer to connect that Store to its network after the applicable Closing and (b) to one Store, to be mutually designated by Seller and Buyers, to connect that Store, and one lane in that Store, to the applicable Buyer’s network to allow testing and trouble-shooting. Buyers shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property and, in the judgment event of its legal any physical damage to the Stores or the Seller Real Property caused by Buyers, their financing sources, or their counsel, (i) jeopardize accountants, consultants and or other representatives by virtue of Buyers’ or such other parties’ on-site investigations, Buyers agree to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Buyers or such other parties and to restore such Stores or Seller Real Property to substantially the attorney-client privilege same condition it was in immediately prior to such inspections, including, but not limited to, the immediate removal of any objects placed on the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to Stores and/or the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives Seller Real Property in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termssuch inspections.

Access. (a) For purposes of furthering the transactions contemplated herebySubject to applicable Law, upon reasonable notice, the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent and its the other’s Representatives (including, for this purpose, environmental consultants) reasonable access access, during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, contractsbooks, commitments, books contracts and records and, during such period, each shall (and such shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a)be requested, any document, correspondence or information or other access provided that no investigation pursuant to this Section 5.3(a) may 6.6 shall affect or be redacted deemed to modify any representation or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of warranty made by the Company, Parent or Merger Sub, and provided, further, that the Mergers foregoing shall not require the Company or other similarly confidential Parent (i) to permit any inspection, or competitively sensitive to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries. All access requests for information made pursuant to this Section 5.3(a) 6.6 shall be directed to an executive officer of the Company or Parent, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. All such information shall be governed by the terms of the Confidentiality Agreement. (b) Without limiting the generality of Sections 6.5(a) and 6.6(a), the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, use their reasonable best efforts to cooperate on a timely basis with Parent’s and Merger Sub’s efforts to obtain funding for the Transactions (and facilitating the syndication thereof) by way of (i) conducted participating in due diligence sessions; (ii) assisting Parent, Merger Sub and its financing sources in preparing bank information memoranda and similar documents (including historical and pro-forma financial statements and information to the extent reasonably requested by Merger Sub); (iii) recording documents and executing and delivering financing documents (or ensuring the execution and delivery thereof) and other requested certificates or documents, including a certificate of the chief financial officer of the Company or any of its Subsidiaries with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to such a manner as not funding, legal opinions, surveys and title insurance; (iv) providing reasonable direct contact between Parent’s and Merger Sub’s lenders involved in the funding process and their counsel and advisors (collectively, the “Funding Arrangers”) and the officers and directors of the Company and its Subsidiaries; and (v) permitting the Funding Arrangers to interfere unreasonably evaluate the Company’s and each of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and establishing bank and other accounts and blocked account agreements and lock box arrangements in connection with the normal foregoing and to conduct a due diligence investigation of the Company and its Subsidiaries in connection with any bank financing, including access to outside accountants and key customers and key suppliers); provided that (1) such requested cooperation does not materially and adversely interfere with the ongoing operations of the Company or any of its Subsidiaries and (ii2) coordinated through the General Counsel none of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide pay any access, commitment or make available other similar fee or incur any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives expense in connection with this Agreement and their cooperation in the consummation of funding process prior to the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsEffective Time.

Access. (a) For purposes From the date of furthering this Agreement until the transactions contemplated herebyEffective Time, the Company shall afford shall: (i) upon reasonable prior notice, give Parent and its Representatives Purchaser, their officers and a reasonable number of their employees and their authorized representatives, reasonable access during normal business hours upon reasonable advance notice and as coordinated through the Company’s Chief Financial Officer to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, ’s properties, contracts, commitments, books and records records; (ii) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information concerning its with respect to the business, properties and Company Agreements of the Company as Parent and Purchaser may from time to time reasonably request and use its reasonable best efforts to make available at all reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of Parent and Purchaser the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company’s business, properties, prospects and personnel as Parent or Purchaser may reasonably request. Notwithstanding anything In addition, the Company shall furnish promptly to Parent: (x) a copy of each material report, schedule, statement and other document submitted or filed by it with any Governmental Entity; and (y) the internal or external reports prepared by it in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the contrary contained in this Section 5.3(a)Company’s personnel; (iii) no later than 20 days following the end of each calendar month, any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to provide Parent the extent required to prevent disclosure unaudited consolidated balance sheet of information concerning the valuation Company as of the end of the most recently completed calendar month and the related unaudited consolidated statements of income for the period from beginning of the Company’s then current fiscal year until then end of such month; and (iv) within two Business Days of any request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant any information to this which a holder of Common Stock would be entitled under Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations 220 of the Company or any DGCL (assuming such holder met the requirements of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereofsuch section). (b) In No investigation heretofore conducted or conducted, or knowledge or information obtained, pursuant to this Section 6.2 or otherwise shall affect any representation or warranty made by the event of (i) an occurrence which would make it reasonably likely that parties hereunder or any conditions to the obligations of the conditions parties hereunder or any condition or requirement set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing.Annex I. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) Parent and (ii). (d) The parties hereto Purchaser hereby agree that all information provided to them it or their respective its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed deemed to be “Evaluation Information”, as such term is used in, and shall be treated in accordance with with, the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19October 23, 20182007, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering facilitating the transactions contemplated hereby, the Company shall afford Parent and its Representatives (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors, financing sources and agents and other representatives of Parent such reasonable access during normal business hours upon reasonable advance notice to the Companyhours, throughout the period from the date hereof until prior to the earlier of the termination of this Agreement Effective Time and the Effective TimeTermination Date, to its and its Subsidiaries’ personnel, personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information concerning regarding the Company and its businessSubsidiaries, properties and personnel as Parent may reasonably request. Notwithstanding anything , including, without limitation, retaining on mutually acceptable terms, at the request of (and sole cost of) Parent Mandiant Corporation to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation conduct a cyber review of the Company’s and its Subsidiaries’ IT systems. Notwithstanding the foregoing, Parent and the Mergers or other similarly confidential or competitively sensitive information. All Company shall not be required to afford such access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere if it would unreasonably with disrupt the normal operations of the Company and its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel is a party, would cause a risk of the Company or a designee thereof. (b) In the event loss of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries Subsidiaries, would constitute a violation of any applicable Law or the assetswould involve any invasive, destructive or operation subsurface sampling, testing or investigation of the business, of the Company any properties or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)facilities. (db) The parties hereto hereby agree that all information provided to them or their respective Representatives officers, directors, employees or representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreementconfidentiality agreement, dated as of March 19December 21, 20182014, between the Company and Concentrix Corporation Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering the transactions contemplated hereby, the The Company shall afford Parent (i) make available for inspection by Buyer and its Representatives reasonable access during normal business hours such of its properties, assets, books of accounts, records (including the work papers of its independent accountants), data and Intellectual Property, and Contracts and any other materials to the extent reasonably requested by Buyer relating to the Company and its existing and prospective businesses and assets and Liabilities, in each case, upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and at such other information concerning its business, properties and personnel times as Parent Buyer may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through make available to Buyer and its Representatives, the General Counsel officers, other senior management and Representatives of the Company or a designee thereoffor interviews, upon reasonable notice at such times as Buyer and its Representatives may reasonably request, to verify and discuss the information furnished to Buyer and its Representatives and otherwise discuss the Company’s existing and prospective businesses and assets and Liabilities. (b) In Any and all such inspections, interviews, and access for investigations shall be conducted in compliance with applicable Law (including any applicable competition, antitrust or trade regulation Law), in accordance with the event terms of any applicable lease or other applicable agreements, during normal business hours and in a manner that does not unreasonably interfere with the conduct of the business of the Company. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require the Company or the Seller to disclose information if such disclosure (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, result in the judgment waiver of its legal counsel, (i) jeopardize the any attorney-client privilege of the Company or Parentattorney work product privilege, as applicable, or any of its Subsidiaries or (ii) conflict with would breach any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract third party confidentiality obligations to which the Company or Parent, as applicableis bound, or (iii) would violate any of its Subsidiaries is a party or by which any of their assets or properties are boundapplicable Law; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such informationprovided that, in whole or in parteach case, the Company shall use its commercially reasonable efforts to communicate to Buyer the requested information in a manner way that would not result in any of the outcomes described in the foregoing waiver, breach, or violation contemplated by clauses (i) and through (iiiii), respectively. (dc) The parties hereto hereby agree Buyer shall, and shall procure that all the Company (or the relevant Group Company) shall, for a seven year period after Closing, retain and permit the Seller to have reasonable access to (with the right to take copies at the Seller’s expense) the books, records, documents and information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance Company to the extent they relate to periods prior to Closing and with the Confidentiality and Non-Disclosure Agreementexception of Seller Excluded Materials (“Transferred Records”). Without prejudice to the foregoing, dated as the Buyer shall permit the Seller to seek the reasonable assistance of March 19, 2018, between the persons who were employees of the Company and Concentrix Corporation (at the “Confidentiality Agreement”Relevant Time, whilst they remain so, to answer queries or otherwise assist the Seller with respect to the Transferred Records. For the purposes of this Section 8.1(c), “Seller Excluded Materials” shall mean such documentation and materials (or parts thereof) the disclosure of which shall continue would cause a risk of loss or waiver of privilege for the Buyer or any of the Buyer Group Companies, where disclosure would be in full force and effect in accordance with its termsbreach of law or regulation or that involve any trade secrets or other highly confidential information of the Buyer or any of the Buyer Group Companies.

Access. (ai) For purposes of furthering Upon reasonable advance written request by Buyers, Sellers will, and will permit and cause the transactions contemplated herebyTarget Companies (and will use reasonable best efforts to cause Tiwest and the Tiwest Joint Venture Participants), the Company shall afford Parent (A) to permit, Buyers and its their respective Representatives to have reasonable access during normal business hours upon reasonable advance notice to the Companyhours, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner so as not to interfere unreasonably with the normal business operations of Sellers, Target Companies, Tiwest or the Company Tiwest Joint Venture Participants to all premises, properties, personnel, Records, IT Systems and Contracts used or held for use in the operation of the Business and the Tiwest Joint Venture, in each case, for the purpose of evaluating, and reviewing the Business, the Tiwest Joint Venture and each Target Company’s and Tronox Australia’s business, properties, the Acquired Assets and the Assumed Liabilities and (B) to furnish reasonably promptly to Buyers such information concerning Sellers’, the Target Companies’ and the Tiwest Joint Venture’s business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Buyers; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action with the affect of waiving, its attorney client privilege or any confidentiality obligation to which it is bound with respect thereto or take any action in violation of its Subsidiaries applicable law. During the period from the date hereof and (ii) coordinated through ending upon the General Counsel Closing, Buyers shall not, and shall cause their respective Representatives not to, contact any customers, suppliers or licensors of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested Business in connection with the foregoing. (c) Notwithstanding anything or pertaining to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege acquisition of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate Acquired Assets under this Agreement except with the other party to provide such informationprior written consent of Tronox Incorporated (which consent shall not be unreasonably withheld, in whole conditioned or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (iidelayed). (dii) The parties hereto hereby agree that all All information provided obtained pursuant to them or their respective Representatives in connection with this Agreement Section 5(g) shall be subject to the terms and the consummation conditions of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes Subject to applicable Law and in accordance with the Confidentiality Agreement, upon reasonable notice, each of furthering the transactions contemplated herebySunGard Entities, with respect to the Business only, and the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the CompanyEntities, shall, throughout the period from the date hereof until prior to the earlier of the Effective Time or the termination of this Agreement Agreement, afford to the Datatel Entities and their duly authorized Representatives reasonable access to its officers, employees, consultants and representatives and, during normal business hours, in a manner that does not unreasonably interfere with the Effective TimeBusiness, to its and its Subsidiaries’ personneland the Company Subsidiaries’ officers, properties, contractsContracts, commitmentsbooks, books records (including Tax Returns filed and records those in preparation, work papers and other materials relating to Taxes, but only to the extent relating to the Company Entities or the Business), any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable efforts to cause their respective Representatives to furnish promptly such additional financial and operating data and other information concerning its businessinformation, properties and personnel including environmental information, as Parent to the Business as the Datatel Entities or their duly authorized Representatives, as the case may be, may reasonably request. Notwithstanding anything , and instruct its Representatives to cooperate with the contrary contained Datatel Entities and their duly authorized Representatives in this Section 5.3(a)their investigation; provided, however, that the foregoing shall not permit the Datatel Entities or their duly authorized Representatives to conduct any documentinvasive or destructive environmental sampling, correspondence testing or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to analysis on the extent required to prevent disclosure of information concerning the valuation property of the CompanySunGard Entities, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereoftheir Subsidiaries. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with Notwithstanding the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the SunGard Entities, the Company Entities, nor Parenttheir respective Subsidiaries, as applicable, nor any of its Subsidiaries shall be required to provide any access, information to the extent that any such Person has reasonably determined that it is legally obligated to keep such information confidential or make available any document, correspondence otherwise not to provide such information or information, if doing so would, in to the judgment extent that such access would be reasonably likely to constitute a waiver of its legal counsel, (i) jeopardize the attorney-client privilege privilege. Each of the Company or ParentDatatel Entities will, as applicable, or any of and will cause its Subsidiaries or (ii) conflict with to hold, and will direct its and their Representatives to hold, any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the and all information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in received from any of the outcomes described SunGard Entities, directly or indirectly, in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed confidence in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes of furthering Prior to the transactions contemplated herebyClosing, the Company Sellers shall, and shall afford Parent cause NNGC to, (a) permit Buyer and its Representatives agents (including their counsel, accountants and consultants) to have reasonable and appropriate access during normal business hours upon reasonable advance notice to such books, records, properties, facilities, executive-level personnel, managers, officers, independent accountants, legal counsel and customers of NNGC with respect to the CompanyBusiness as are reasonably necessary to allow Buyer to make such inspections as it reasonably requires to verify the representations and warranties contained in Article III and (b) furnish promptly to Buyer and its representatives such information concerning NNGC, throughout the period from the date hereof until the earlier of the termination of this Agreement Business and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited reasonably requested to the extent required to prevent disclosure of that such access or information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as is not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereofprohibited by FERC marketing affiliate rules. (b) In Sellers shall have the event right to have a representative present at all times of (i) an occurrence which would make it reasonably likely that any such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Sellers or NNGC. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions set forth contained in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i)Confidentiality Agreement. Buyer shall have no right of access to, and the Company Board needs such information Sellers shall have no obligation to provide to Buyer, (1) bids received from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested others in connection with the foregoingtransactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which would jeopardize any privilege available to NNGC, Sellers or any of their Affiliates relating to such information or would cause Sellers to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by NNGC as of the Closing includes information that relates to the business operations or other strategic matters of Sellers, or any of their Affiliates (other than NNGC) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if Sellers or NNGC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Sellers' request, promptly return same to Sellers and Buyer will destroy any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Sellers and their Affiliates from and against any losses or damages asserted against or suffered by Sellers relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives pursuant to Section 5.2. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, Buyer agrees that Sellers may retain (i) jeopardize a copy of all materials included in the attorney-client privilege Data Room, together with a copy of the Company or Parentall documents referred to in such materials, as applicable, or any of its Subsidiaries or (ii) conflict copies of all books and records prepared by Sellers or their Affiliates in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of disputes arising hereunder, (Aiv) Law applicable all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Sellers (provided that copies shall be provided to the Company or any Buyer), and (v) copies of its Subsidiaries or all Retained E-Mail. Sellers agree that all such information shall be held in confidence on the assetsterms and subject to the conditions contained in the Confidentiality Agreement as if Sellers were the receiving party thereunder, or operation but the term of the business, restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)Closing. (d) The Each party agrees that it will cooperate with and make available to the other parties hereto hereby agree that during normal business hours, all information provided to them books and records, information, and employees (without substantial disruption of employment) retained and remaining in existence after the Closing Date which are necessary or their respective Representatives useful in connection with this Agreement (i) any Tax inquiry, audit, investigation, or dispute, (ii) any litigation or investigation, or (iii) any other matter requiring any such books and the consummation records, information, or employees for any reasonable business purpose, provided that (a) with respect to providing Buyer access to Retained E-Mail, Sellers shall provide access to Buyer upon Buyer's request, and shall furnish Buyer with copies of, only those portions of the transactions contemplated hereby Retained E-Mail that pertain or relate to the Business or NNGC or its assets and (b) Sellers shall not be governed required by this Section 5.2(d) to make available to Buyer any information referred to in accordance clause (1) of the third sentence of Section 5.2(b) or clause (ii) of Section 5.2(c). The party requesting any such books and records, information, or employees shall bear all of the out-of-pocket costs and expenses reasonably incurred in connection with providing such books and records, information, or employees. Sellers may require certain financial information related to the Confidentiality Business for periods prior to the Closing Date for the purpose of filing federal, state, local, and Non-Disclosure Agreementforeign Tax Returns and other governmental reports, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force Buyer agrees to furnish such information to Sellers at Sellers' request and effect in accordance with its termsexpense.

Access. (a) For purposes of furthering the transactions contemplated hereby, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from Between the date hereof until the earlier of the termination of this Agreement and the Effective TimeClosing, to its the Sellers shall (i) afford Purchaser and its Subsidiaries’ personnelauthorized representatives, propertiesat reasonably agreeable times, contracts, commitments, reasonable access to all offices and other facilities of the Targeted Businesses and to all books and records relating to the Targeted Businesses, (ii) permit Purchaser, at reasonably agreeable times, to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information concerning its business, properties and personnel the Targeted Businesses as Parent Purchaser may from time to time reasonably request. Notwithstanding anything Purchaser and its authorized representatives shall conduct all such inspections in a manner that will limit disruptions to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the extent required to prevent disclosure of information concerning the valuation of the Company, Parent business and the Mergers or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereofTargeted Businesses. (b) In the event of Purchaser and its authorized representatives (iincluding its designated engineers or consultants) an occurrence which would make it may at reasonably likely that agreeable times enter into and upon all or any portion of the conditions set forth Targeted Businesses' or any Target Subsidiary's properties (including all the Leased Real Property) in Section 6.2(a)order to investigate and assess, Section 6.2(b) as Purchaser deems necessary or Section 6.2(c) would appropriate in its sole and absolute discretion, the environmental condition of such properties or the business conducted thereat. Such investigation may include, but need not be met limited to, the performance of soil and surface or (ii) the Company Board determining in good faith that it could be entitled ground water sampling, monitoring, borings or testing and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) environmental conditions or Section 5.4(f) or Materials of Environmental Concern. The Sellers shall, and shall cause the Company Targeted Businesses and the Target Subsidiaries to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access at such agreed upon times to terminate this Agreement in accordance their properties and businesses, together with Section 7.1(i)full permission to conduct such investigation, and shall provide to Purchaser and its authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives possession of Parent will meet with Representatives of the Company and provide the Company with information or reasonably requested in connection with the foregoing. (c) Notwithstanding anything available to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor Sellers or any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, Target Subsidiary or any of its Subsidiaries their engineers, consultants or (ii) conflict with any (A) Law applicable agents and all other relevant information relating to the Company or any of its Subsidiaries or the assets, or operation environmental matters in respect of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii)Targeted Businesses. (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (a) For purposes From the date of furthering this Agreement through the transactions contemplated herebyClosing Date, the Sellers and Company shall afford Parent allow Purchaser’s representatives, attorneys and its Representatives accountants reasonable access during normal business hours upon reasonable advance notice to the Companyrecords and files, throughout the period from the date hereof until the earlier audits and properties of the termination of this Agreement and the Effective TimeCompany Representors as well as all information relating to taxes, to its and its Subsidiaries’ personnel, propertiescommitments, contracts, commitmentstitles and financial condition of, books or otherwise pertaining to, the business and records affairs of the Company Representors. From the date hereof, the Sellers and such other Company will use commercially reasonable efforts to cause accountants of Company Representors to cooperate with Purchaser and its accountants in making available all financial information concerning the Company Representors as is requested, and Purchaser and its businessaccountants shall have the right to examine all working papers pertaining to examinations of the Company Representors, properties and personnel as or preparation of its reports, by its accountants, provided, however, that in no event shall Purchaser have access to any information that (i) based on advice of Sellers’ counsel, would create any potential Liability under applicable Laws or (ii) in the reasonable judgment of the Seller, would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of Company Representors or Seller Representors with respect to confidentiality; provided, further, that in connection with (ii) above, if such information in question is set forth in a Material Contract, the Company Representor shall provide Purchaser with a summary of the material terms of such Material Contract, together with such additional information reasonably requested by Parent may reasonably requestto satisfy its due diligence investigations, but in recognition of the confidential nature of such agreement. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or All requests for information or other access provided made pursuant to this Section 5.3(a) 8.2 shall be directed to Xueshi Yang or such Person or Persons as may be redacted or otherwise limited to designated by the extent required to prevent disclosure of information concerning the valuation of the Company, Parent and the Mergers or other similarly confidential or competitively sensitive informationSellers’ Representative. All access information received pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information from the Parent to make such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby 8.2 shall be governed in accordance with by Section 15.17 and the Confidentiality and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. (ai) For purposes Subject to Article 17.3(c) and applicable operator or other Third Party approvals, which approval Sellers shall use reasonable efforts to secure, Sellers shall, and shall cause each other member of furthering Sellers Group (including the transactions contemplated herebyLP and the LLC), to permit Buyer, at Buyer's risk and expense, to conduct inspections of the Properties at any reasonable times prior to Closing; provided, however, that unless Sellers give their prior written consent (which shall not be unreasonably withheld or delayed), Buyer may not conduct testing or sampling on the Properties. Sellers shall, and shall cause each other member of Sellers Group to, make available, at reasonable times and upon reasonable notice, to Buyer and its representatives (including, without limitation, attorneys, accountants, engineers, consultants and other agents of Buyer) for examination and copying such accounting, Tax, financial, technical, geological, geophysical, engineering, environmental, safety, legal, land, title and other information relating to the Properties insofar as same are in possession of the LLC, the Company LP or any member of Sellers Group and, subject to the consent and cooperation of applicable operators and other Third Parties, shall use reasonable efforts to obtain, at Buyer's expense, such additional information relating to the Properties as Buyer reasonably may request, to the extent in each case that members of Sellers Group may do so without violating any Law or any obligation of confidence or other contractual commitments to a Third Party (and provided Sellers use reasonable efforts to obtain waivers of any such obligations and contractual commitments). Prior to Closing, information that is produced or accessed by Buyer under this Article 17.3 is subject to the confidentiality obligation under Article 17.3(c). Further, at reasonable times and upon reasonable notice, Sellers shall, and shall cause each other member of Sellers Group, to afford Parent Buyer and its Representatives representatives reasonable access during normal business hours upon reasonable advance notice to the Company, throughout the period from the date hereof until the earlier Closing to selected employees and officers of the termination LP that have been involved with the operation, maintenance or development of this Agreement the Properties and accounting or supervision thereof. Notwithstanding the foregoing, Sellers shall have no obligations prior to Closing to make available documents for which they or the LP is validly claiming an attorney-client privilege or privilege as attorney work product. (ii) Buyer, to the fullest extent permitted by Law, shall indemnify, defend and hold harmless Sellers Group, the LP Group, the LLC Group, the other owners of interests in the Properties and their respective officers, directors, employees, agents and representatives (collectively "Indemnified Persons"), from any and all Claims, including, without limitation, Claims for (A) any injury to or death of any persons (including, without limitation, officers, directors, employees, agents, consultants, legal and financial advisors and other representatives of Buyer (collectively "Buyer's Representatives")); (B) damage to property (including, without limitation, damage to the property of Third Parties and the Effective Timeproperty of Buyer and Buyer's Representatives); or (C) damage to natural resources or environmental damages to, to its and its Subsidiaries’ personnelor associated with, properties, contracts, commitments, books and records and such other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding anything to the contrary contained in this Section 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited Properties to the extent required to prevent disclosure of information concerning the valuation of the Companycaused by, Parent and the Mergers arising out of, or other similarly confidential or competitively sensitive information. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the General Counsel of the Company or a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that any of the conditions set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (ii) the Company Board determining in good faith that it could be entitled to make a Company Adverse Recommendation Change pursuant to Section 5.4(e) or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.1(i), and the Company Board needs such information resulting from the Parent to make such determination, at the Company’s request, activities of Buyer and Buyer's Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with said site visit and physical investigation of the foregoing. (c) Notwithstanding anything Properties, even if such indemnified event is caused by, arises out of or results from the negligence of the Indemnified Persons, but not to the contrary contained in this Section 5.3, neither extent that any such indemnified event or occurrence is caused by or the Company nor Parentresult of the gross negligence or willful misconduct of the Indemnified Persons. Each of the Indemnified Persons, as applicable, nor shall have the right at all times to participate in the preparation for and conducting of any of hearing or trial related to this indemnification provision, as well as the right to appear on its Subsidiaries own behalf or to retain separate counsel to represent itself at any such hearing or trial; provided, however, that Buyer shall not be required to provide any accessindemnify, defend or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, hold harmless Sellers Group or any of its Subsidiaries or (ii) conflict Indemnified Person with respect to any (A) Law applicable to the Company non-compliance with Laws or any of its Subsidiaries physical conditions or the assetsadverse conditions, including, without limitation, any waste or operation of the business, of the Company hazardous materials discovered by Buyer or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to them or their respective Buyer's Representatives in connection with this Agreement such site visit and physical inspection. (iii) In addition to the consummation foregoing indemnification obligations, Buyer assumes full responsibility for all damage to the Properties and/or to operations conducted by the Indemnified Persons, their respective Affiliates, or other operators associated with the Properties to the extent arising out of or resulting from activities of Buyer or Buyer's Representatives in connection with any site visit and physical investigation of any Properties (including, without limitation, environmental remediation and response costs and damages to natural resources located on, in, under or above any real property which is part of or associated with the Properties) even if such damage is caused by, arises out of or result from the negligence of the transactions contemplated hereby Indemnified Persons, but not to the extent such damage is caused by, results from, or arises out of the gross negligence or willful misconduct of the Indemnified Persons; provided, however, that Buyer shall be governed have no responsibility with respect to any non-compliance with Laws or any physical condition or adverse condition, including, without limitation, any waste or hazardous materials, discovered by Buyer or Buyer's representatives in accordance connection with the Confidentiality such site visit and Non-Disclosure Agreement, dated as of March 19, 2018, between the Company and Concentrix Corporation (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its termsphysical inspection.