Common use of Access Clause in Contracts

Access. During the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During the Pre-Closing Periodperiod commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of ) afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilities, books, records, contracts books and other assets records and personnel of the Company and its Subsidiaries and, during such 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, 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 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 a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (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 or information in reliance on clauses (a) or (b) of the preceding sentence, it shall reasonably request so long as 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 7.6 (i) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and or its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody Subsidiaries or control create a risk of damage or destruction to any property or assets of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing its Subsidiaries and (ii) shall be subject to the Company’s reasonable security measures and insurance requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 5.5(a) will 7.6 shall be construed to require the Company or any of its Subsidiaries or any Representatives of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments to prepare any reports, analyses, appraisals or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementopinions that are not readily available.

Access. During the Pre-Closing Periodperiod commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice ) (a) provide to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable prior notice to the officersCompany, employees, Representatives, to the properties, facilities, books, records, contracts books and other assets records and personnel of the Company and its Subsidiaries and (b) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request, including with respect to the Company Programs, to the extent reasonably available, and keep Parent reasonably apprised as to any material developments with respect to the Company Programs; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information or (B) the Company in good faith determines access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (C) such documents or information relate to the evaluation or negotiation of this Agreement and the transactions contemplated hereby or, subject to Sections 6.2 and 6.3, an Acquisition Proposal or Superior Proposal. In the event that the Company does not provide access or information in reliance on clauses (A) or (B) of the preceding sentence, it shall reasonably request so long as 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 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and or its Subsidiaries, . The terms and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control conditions of the Company and its Subsidiaries Confidentiality Agreement shall apply to any information obtained by Parent or any of their respective Representatives; provided, however, that nothing its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 5.5(a) will 7.6 or elsewhere in this Agreement shall be construed to require the Company or Company, any of its Subsidiaries or any Representatives of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments to prepare any reports, analyses, appraisals or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementopinions that are not readily available.

Access. During (a) For purposes of furthering the Pre-Closing Periodtransactions contemplated hereby, the Company shall, shall afford Parent and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, reasonable access during normal business hours upon Parent’s reasonable advance notice to the Company, provide throughout the officersperiod from the date hereof until the earlier of the termination of this Agreement and the Effective Time, employeesto its and its Subsidiaries’ personnel, agents 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 and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets 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 as Parent shall reasonably request be required to provide any access, or make available any document, correspondence or information, if doing so long as such access does not unreasonably interfere with would, in the conduct judgment of its legal counsel, (i) jeopardize the business attorney-client privilege of the Company and its Subsidiariesor Parent, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody applicable, or control any of the Company and its Subsidiaries or (ii) conflict with any of their respective Representatives; provided, however, that nothing in this Section 5.5(a(A) will require 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 respective Representatives 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 disclose provide such information, in whole or in part, in a manner that would not result in any information which would of the outcomes described in the foregoing clauses (i) and (xii). (d) violate any Law The parties hereto hereby agree that all information provided to them or Judgment, (y) violate any binding confidentiality obligation their respective Representatives in connection with this Agreement and the consummation of the Company and its Subsidiaries to a third party if the Company transactions contemplated hereby shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence 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. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, 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 disclosure 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, however, that Seller shall and shall 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 Section 5.6, during the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law Buyer and its Representatives shall not contact or Judgmentcommunicate with the employees, (y) violate any binding confidentiality obligation customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations 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 waiver of such third partySold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (z) result in a waiver of attorney-client privilegesuch consent not to be unreasonably withheld, work product doctrine conditioned or similar privilege, so long as, in the case of clauses (y) and (zdelayed), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or and (ii) require the Company Buyer shall have no right to perform invasive or any subsurface investigations of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal properties or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with facilities of the Confidentiality AgreementSold Companies without the prior written consent of Seller.

Access. During the period from the date of this Agreement through the earlier of the First Effective Time or the termination of this Agreement pursuant to Section 9.1 (Termination) (the “Pre-Closing Period, the Company shall”), and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, the Company shall (a) provide the officers, employees, agents and other Representatives of Parent and Merger Sub Parent’s Representatives with reasonable access during normal business hours, hours to the officersCompany’s personnel, employees, Representativesfacilities, properties, facilities, the existing books, records, contracts Contracts, Tax Returns, Company Plans, work papers and other assets documents and information relating to the Company for the purpose of enabling Parent to verify the accuracy of the Company Company’s representations and its Subsidiaries warranties contained in this Agreement or as Parent shall may otherwise reasonably request so long as such access does not unreasonably interfere and (b) promptly provide Parent and Parent’s Representatives with the conduct of all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Contracts, Tax Returns, Company Plans, work papers and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data documents and information relating to the Company, in each of cases (a) and (b) above, as Parent and Merger Sub shall may reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing any such access shall be conducted at Parent’s expense and in such a manner as to maintain the confidentiality of this Section 5.5(a) will Agreement and the Contemplated Transactions in accordance with the terms hereof and not to unduly and materially interfere with the normal operation of the business of the Company. Nothing herein shall require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would to Parent if such disclosure would, in the Company’s reasonable judgment (ibased on the advice of outside counsel) (a) (x) violate waive any Law or Judgment, (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 waiver of such third party, or (z) result in a waiver of attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not result in the loss of such privilege, work product doctrine including disclosing information subject to execution of a joint defense agreement in customary form or similar privilegelimiting disclosure to external counsel for Parent) or (b) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company is a party, so long as, in the case of clauses (y) and (z), as the Company shall have has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any in violation of the foregoing impediments such Law, agreement or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementduty).

Access. (a) 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 obtaining the Financing, obtaining requisite Consents and Governmental Approvals, monitoring the business and affairs of the Company and otherwise completing the transactions contemplated hereby 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 shallshall permit the Purchaser and its representatives to (i) inspect all of the foregoing, (ii) have reasonable access to the officers and employees of the Company with the prior written consent of Seller (which discussions shall not be deemed by the Company to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and the Company will, and will use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information. All of the 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 is a party to the extent compliance with this Section 6.2(a) would reasonably be expected to violate the terms of such Contract (it being agreed that the Seller and the Company 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 outside counsel are necessary to preserve the attorney-client privilege of the Company. (b) During the Pre-Closing Period, the Company 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 obtaining requisite Consents and Governmental Approvals, 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 to, permit the Company and their respective its representatives to (i) inspect all of the foregoing, (ii) have reasonable access to the officers and employees of such entity with the prior written consent of Parent or its Subsidiaries, as applicable (which discussions shall not be deemed by Parent or the Purchaser to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and Parent shall, and shall use commercially reasonable efforts to cause such officers, directors, employees and other Representatives Persons to, upon Parent’s reasonable advance notice reasonably cooperate with such inspections, and promptly respond to any requests for additional information hereunder. All of the 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 Company, provide date hereof to which any Parent Company is a party to the officers, employees, agents and other Representatives extent compliance with this Section 6.2(b) would reasonably be expected to violate the terms of such Contract (it being agreed that Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent Purchaser 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of use their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver of such third party, or (zcomply with this Section 6.2(b) result in a waiver manner that does not cause such violation or prohibition) and (C) any restrictions which Parent reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege, work product doctrine or similar privilege, so long as, in the case privilege of clauses (y) and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Purchaser Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During (a) For purposes of facilitating the Pre-Closing Periodtransactions contemplated hereby, each of the Company shalland Parent shall afford (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors, financing sources and agents and other representatives of the other party such reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ 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 regarding the Company and its Subsidiaries (other than relating primarily to the OpCo Business), as Company and Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor the Company shall cause be required to provide access to or make available to any person any document or information that, in the reasonable judgment of such party, (i) violates any of its obligations with respect to confidentiality, (ii) is subject to any attorney-client, work-product or other legal privilege or (iii) the disclosure of which would violate any Law or legal duty (provided that the withholding party will use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, entering into appropriate common interest or similar agreements) provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries and nothing herein shall authorize the Company or its respective Representatives to undertake any environmental testing or sampling at any of the properties owned, operated or leased by Parent or its Subsidiaries. Each of Parent and the Company agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.2 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement (which transactions, for the avoidance of doubt, shall include with respect to Parent the Financing). Each of Company and Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other party that may result from requests for access. (b) The parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or representatives in connection with this Agreement and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets consummation of the Company and its Subsidiaries as Parent transactions contemplated hereby 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence be governed in accordance with the confidential disclosure agreement, dated as of April 16, 2015, between the Company and Parent (the “Confidentiality Agreement”).

Access. During the Pre-Closing PeriodUpon reasonable advance written notice, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon ) afford Parent’s representatives reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Effective Time, to the officers, Acquired Companies’ employees, Representativescustomers, vendors, partners, properties, facilities, books, recordsrecords and contracts and, contracts during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other assets access, or to disclose any information, that in the reasonable judgment of the Company could: (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 (it being agreed that, with respect to subclauses (a), (b) and its Subsidiaries as Parent (c), that the Parties shall reasonably request so long as use their reasonable best efforts to cause such access does information to be provided in a manner that would not unreasonably result in such jeopardy or contravention); or (e) materially interfere with the conduct of the business 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 its SubsidiariesAcquisition Sub shall not, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody cause their respective representatives not to, contact any customer or control supplier of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require connection with the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company Merger or any of the other transactions contemplated by this Agreement without the Company’s Subsidiaries prior consent (such consent not to disclose any information concerning a Takeover Proposal be unreasonably withheld, conditioned or Takeover Inquiry except as otherwise required herein. Parentdelayed), Merger and Parent and Acquisition Sub acknowledge and their respective officers, employees and agents will hold agree that any such information in confidence in accordance contact shall be arranged by and with a representative of the Confidentiality AgreementCompany participating.

Access. (a) During the Pre-Closing Period, period from the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice date of this Agreement to the CompanyClosing or the prior termination of this Agreement pursuant to Section 8.1, provide the officersBuyer and its counsel, accountants, financial advisors, potential financial sources, employees, agents and other Representatives of Parent and Merger Sub authorized representatives (the “Buyer Representatives”) shall be given reasonable access during normal business hours, hours and upon reasonable prior notice to the officers, employees, Representativesfacilities, properties, facilitiespersonnel, booksbooks and records (including, without limitation, Tax records, contracts and other assets ) of the Company NOARK Group, Seller and its Subsidiaries as Parent Affiliates for the purpose of conducting an investigation of their financial condition, status, Business, employment matters, properties and assets; provided, however, that (i) Buyer and the Buyer Representatives will not request information, or otherwise contact, any officer, director or employee of Seller, or Seller’s Affiliates, or of any member of the NOARK Group without arranging such contact with any of the individuals listed on Schedule 1.1(C), and (ii) such investigation shall reasonably request so long as such access be conducted in a manner that does not unreasonably interfere with the conduct normal operations of the NOARK Group. Additionally, Buyer Representatives shall have from the date of this Agreement to the Closing Date or the prior termination of this Agreement pursuant to Section 8.1 the opportunity to conduct further environmental reviews during regular business hours in such manner as not to unreasonably interfere with normal operations of the Company and its SubsidiariesNOARK Group and, and shall furnish Parent and Merger Sub in each case, with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; at least forty-eight (48) hours advanced written notice to Seller, provided, however, that nothing in this Section 5.5(a) will require the Company Buyer shall have no right to perform, whether itself or through any third parties, any invasive soil or groundwater tests, or any of its Subsidiaries or other invasive environmental assessments in respect to any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation member 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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub NOARK Group and their respective officersassets without prior consent of Seller. Seller and the NOARK Group will cause their respective counsel, employees accountants, financial advisors, employees, agents and agents will hold other authorized representatives (the “Seller Representatives”) to be available to Buyer and the Buyer Representatives at all reasonable times during normal business hours and upon reasonable prior notice for such purposes. Seller shall have the right to have a Seller Representative present at all times during any such information inspections, interviews and examinations. Additionally, Buyer shall, and shall cause the Buyer Representatives to, hold in confidence all such information provided or made available to Buyer or the Buyer Representatives pursuant to this Section 5.8 on the terms and subject to the conditions contained in accordance with the Confidentiality Agreement. (b) Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates relating to such information or would cause Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in a violation of Law. Notwithstanding the foregoing, Seller shall provide Buyer with appropriate substitute disclosure arrangements under circumstances in which the restriction of the preceding sentence apply. Buyer and Seller shall cooperate to ensure that the provision of access hereunder to Buyer and the Buyer Representatives shall comply in all respects with the FERC’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 358, et seq. (c) Buyer shall indemnify the Seller Indemnified Parties and their respective representatives, and save them harmless, effective as and from the date hereof, from and against any Damages that they or any of them may suffer or incur, or that may be made or brought against any of them, as a result of, in respect of, or arising out of any injury to the person or property of Buyer or the Buyer Representatives as a result of, or in connection with any site visits or inspections of the assets or properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 5.8 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION. (d) Promptly after the date of this Agreement, Seller shall request from each Person that made an Acquisition Proposal that such Person return to the NOARK Group or, if provided for in the relevant confidentiality agreement with such Person, destroy any and all confidential information relating to the NOARK Group previously furnished to such Person.

Access. (i) Subject to the other provisions of this Section 5(d), from the date hereof until the Closing Date, the Seller shall cause the Companies to provide the Buyer and its authorized representatives with full access, at all reasonable times, upon reasonable advance notice, and in a manner so as not to interfere unreasonably with the normal business operations of either Company, to the offices, properties, books, records, contracts, Tax records and documents of or pertaining to each Company in order for the Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Companies. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the facilities of Metal Powders located in Greenback and Maryville, Tennessee (collectively, the "TENNESSEE FACILITIES"). (ii) The Parties shall agree upon mutually convenient times and places at which the Buyer may conduct interviews with key employees and/or customers of the Companies mutually agreed to by the Seller and the Buyer. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the Tennessee Facilities. (iii) In addition, the Buyer shall be entitled to maintain one (1) representative on-site at the Niagara Falls Facility who shall have access to and monitor the daily business operations of the Companies; provided, that (x) such representative shall have entered into a confidentiality agreement in favor of the Seller in form and substance satisfactory to the Seller, (y) such representative shall have agreed to (and shall) comply with all rules and policies (including with respect to safety and security) applicable to non-employee visitors to the Niagara Facility, and (z) the Buyer shall have agreed, in a manner satisfactory to the Seller, to be responsible for and to indemnify the Seller (and the Companies, in the event that the Closing does not occur for any reason) in respect of (A) such representative's compliance with such confidentiality agreement, rules and policies, (B) all compensation and employment-related matters with respect to such representative, and (C) all acts or omissions committed by such representative during his or her presence at the Niagara Falls Facility or while present at other facilities of either Company or the Seller to the extent that such acts or omissions have any adverse effect on the Seller, either Company or any Other Affiliate. (iv) Without limiting the generality of the foregoing provisions, access to the Companies shall be further limited as follows with respect to environmental matters: During the Pre-Closing Period, the Company shallSeller shall allow the Buyer and its representatives and agents, and shall cause its Subsidiaries and their respective officersincluding an environmental consultant, directorsaccess, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, Representatives, Companies' properties, facilitiesand shall make available to Buyer, books, records, contracts during normal business hours at times and other assets for periods of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does time that will not unreasonably interfere with the conduct normal business operations of either Company, such employee or employees of each of the business Companies as shall be designated by the Seller and as are reasonably available who are involved in environmental compliance in order to allow the Buyer to investigate the condition with respect to environmental matters of each Company's properties, plants and facilities. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the Tennessee Facilities. (v) All information disclosed or made available to or otherwise obtained by the Buyer, U.S. Bronze, ACuPowder and/or their respective authorized representatives and agents pursuant to the foregoing provisions or otherwise in connection with their investigation of the Company Companies or in connection with the transactions contemplated hereby shall be subject to the terms and its Subsidiariesconditions of the Confidentiality Agreement, the U.S. Bronze Confidentiality Agreement and the ACuPowder Confidentiality Agreement, respectively, each of which the Contract Parties hereby acknowledge and agree shall remain in full force and effect and shall survive the Closing or any termination of this Agreement. (vi) Prior to the Closing, the Buyer shall not, and shall furnish Parent not cause or permit its representatives and Merger Sub agents or ACuPowder or its representatives and agents to, contact or in any manner communicate with such other data the employees, customers, lessors and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control suppliers of the Company and its Subsidiaries or any of their respective Representatives; providedCompanies in connection with the transactions contemplated hereby, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementprocedures provided herein or otherwise with the express prior consent of the Seller, or upon the express request of the Seller. (vii) Prior to the Closing Date, the Seller shall provide the Buyer, promptly upon the Seller's receipt thereof, with copies of all monthly production, sales and other monthly operational reports received by Seller from each Company.

Access. During At all times during the Pre-Closing Periodperiod 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 Closing, the Company shallshall afford Purchaser reasonable access, and shall cause its Subsidiaries and their respective officersconsistent with applicable Law, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, on reasonable advance notice provided in writing to the officersGeneral Counsel of the Company, employeesor another Person designated in writing by the Company, Representatives, to the properties, facilitiesbooks and records and personnel of the Company, booksexcept 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, recordsthe 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), contracts and (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 assets 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 transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transactions or the other transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.7 or (d) access would result in the disclosure of any trade secrets of third Persons. Nothing in this Section 6.7 shall be construed to require the Company, any of its Subsidiaries as Parent 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 shall reasonably request so long as such access be conducted in a manner that is consistent with all applicable COVID-19 Measures and (i) that 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 request that is in the possession and custody or control 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 their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives normal duties or (ii) create a risk of damage or destruction to disclose any information which would (i) (x) violate any Law property or Judgment, (y) violate any binding confidentiality obligation assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to a third party if the Company shall have used commercially Company’s reasonable efforts security measures and insurance requirements and will not include the right to obtain the required consent perform invasive or waiver subsurface testing or any sampling, monitoring or analysis of such third partysoil, groundwater, building materials, indoor air, 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 promptly as reasonably practicable that does not suffer from any other environmental media of the foregoing impediments or (ii) require sort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Company Confidentiality Agreement shall apply to any information obtained by Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the Company’s Subsidiaries access contemplated by this Section 6.7. Notwithstanding anything to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parentthe contrary in this Agreement, Merger Sub and their respective officers, employees and agents will hold any such information each Party may satisfy its obligations set forth in confidence in accordance with the Confidentiality Agreementthis Section 6.7 by electronic means if physical access would not be permitted under applicable COVID-19 Measures.

Access. During the Pre-Closing Period(a) Upon reasonable notice, and except as may otherwise be required by applicable law, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon ) afford Parent’s reasonable advance notice to the Company, provide the 's officers, employees, agents counsel, accountants and other Representatives of Parent and Merger Sub reasonable access authorized representatives ("Representatives") access, during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, RepresentativesCompany's and its Subsidiaries' management, properties, facilities, books, records, contracts and other assets records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning the Company's and its Subsidiaries' business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 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 to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company and 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 request that is would result in the possession and custody disclosure of any trade secrets of third parties or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or violate any of its Subsidiaries or any of their respective Representatives obligations with respect to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have used commercially all reasonable efforts to obtain the required consent or waiver of such third partyparty to such inspection or disclosure. All requests for information made pursuant to this Section 6.7(a) shall be directed to an executive officer of the Company or 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 market conduct examinations or (z) result 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 a waiver of attorney-client privilege, work product doctrine all conference calls or similar privilege, so long as, in the case of clauses (y) and (z)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 representative of the Company shall have used commercially reasonable be given the opportunity to be present during any such discussions. Prior to the Effective Time, the Company will use its best efforts to make appropriate substitute arrangements resolve in a manner reasonably acceptable to Parent any regulatory compliance issues, including, without limitation, issues arising out of market conduct examinations. (b) Upon reasonable notice, and except as may otherwise be required by applicable law, Parent shall afford the Company's Representatives such access as is reasonably requested (giving due consideration to the 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 shall affect or be deemed to modify any representation or warranty made by Parent, and provided, further, that the foregoing shall not require Parent to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments inspection, or (ii) require the Company or any of the Company’s Subsidiaries 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 obligations with respect to confidentiality. All requests for information concerning a Takeover Proposal made pursuant to this Section 6.7(b) shall be directed to an executive officer of Parent or Takeover Inquiry except such Person as otherwise required hereinmay be designated by Parent's officers. Parent, Merger Sub and their respective officers, employees and agents will hold any All such information in confidence in accordance with shall be governed by the terms of the Confidentiality AgreementAgreement (as hereinafter defined).

Access. During Subject to applicable Law relating to the Pre-Closing Periodsharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the Company shallother’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice ) furnish promptly to the Companyother all information concerning its business, provide the officers, employees, agents properties and other Representatives of Parent and Merger Sub reasonable access during normal business hours, personnel as may reasonably be requested; provided that no investigation pursuant to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent this Section 6.6 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 request that is in the possession and custody affect or control of the Company and its Subsidiaries be deemed to modify any representation or any of their respective Representativeswarranty made by ICE or NYBOT; provided, howeverfurther, that nothing the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in this Section 5.5(athe reasonable judgment of ICE or NYBOT, 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 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) will require to disclose any privileged information of ICE or NYBOT, as the Company case may be, or any of its Subsidiaries Subsidiaries, or (iii) in the case of ICE, to permit any of their respective Representatives inspection, or to disclose any information which would (i) (x) violate relating to any Law regulatory enforcement, investigations or Judgmentinquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, (y) violate any binding confidentiality obligation 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 Company and its Subsidiaries case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver General Counsel 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any All such information in confidence in accordance with shall be governed by the terms of the Confidentiality Agreement.

Access. During Subject to applicable Law relating to the Pre-Closing Periodsharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, the Company shall, and Parent each shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent) afford the other’s reasonable advance notice to the Company, provide the officers, employees, agents counsel, accountants, consultants and other Representatives of Parent and Merger Sub authorized representatives (“Representatives”) reasonable access access, during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, Representatives, its properties, facilities, books, records, contracts and other assets of the Company records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business of the Company or Merger Sub; and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, howeverfurther, that nothing in this Section 5.5(a) will the foregoing shall not require the Company or Parent (i) to permit any inspection, or 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 Subsidiaries or any of their respective Representatives obligations with respect to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company or Parent, as the case may be, shall have used commercially reasonable best efforts to obtain the required consent or waiver of such third party, party to such inspection 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require to disclose any privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries. Nothing in this Agreement shall be deemed to impair or limit the Company’s Subsidiaries right of PCX, in connection with its SRO functions, to disclose any access the properties, books, contracts and records of ArcaEx as required by the provisions of SEC Order No. 34-44983 (October 25, 2001). All requests for information concerning a Takeover Proposal made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and as the case may be, or such Person as may be designated by either of their respective executive officers, employees and agents will hold any as the case may be, with a copy to the General Counsel of such party. All such information in confidence in accordance with shall be governed 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 other terms of the Amended and Restated Facility Services Agreement, dated as of March 22, 2002, among Archipelago Holdings, L.L.C., PCX and PCX Equities (the “Facility Services Agreement”), which, for the avoidance of doubt, shall continue in full force and effect pursuant to the terms thereof.

Access. During (a) At all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of (x) the termination of this Agreement pursuant to Article VIII and (y) the Effective Time, the Company shallshall afford Parent and its accountants, and shall cause its Subsidiaries and their respective officers, directors, employees legal counsel and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents representatives full and other Representatives of Parent and Merger Sub reasonable complete access during normal business hours, upon reasonable notice, to the officersassets (including the Company IP, employeesdesign processes and source code), Representativesproperties (including the right to conduct an environmental site assessment and audit of the properties), books and records and personnel of the Company to enable Parent to obtain all information concerning the business, including the status of product development efforts, properties, facilities, books, records, contracts results of operations and other assets personnel of the Company and its Subsidiaries Company, 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesmay request; provided, however, that nothing no information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 5.5(a6.6 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 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) will require shall apply to any information provided to Parent pursuant to this Section 6.6. (b) In particular, but without limitation, from and after the date of this Agreement, Parent and its agents, contractors and representatives shall have the right and privilege of entering upon all properties leased or occupied by the Company or any of its Subsidiaries and of reviewing the Company’s books and records regarding such properties from time to time as needed to make any inspections, evaluations, surveys or any tests which Parent may deem necessary or appropriate. Parent’s exercise of their respective Representatives its right to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver of inspect such third partyproperties, or (z) result Parent’s election not to inspect any property, shall in no way be interpreted as a waiver of attorney-client privilegeany of Parent’s rights or remedies contained in this Agreement, work product doctrine or similar privilegeincluding, so long aswithout limitation, Parent’s right to rely upon the Company’s representations and warranties in this Agreement. (c) Parent and the case Company 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, but without limitation, from and after the date of clauses (y) and (zthe satisfaction of the condition set forth in Section 7.1(b), the Company shall have used commercially reasonable efforts provide to make appropriate substitute arrangements Parent the information described on Schedule 6.6(c) for purposes of allowing Parent to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the test its internal business systems ability to accept and process Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementdata.

Access. During (a) For purposes of furthering the Pre-Closing Periodtransactions contemplated by this Agreement and upon reasonable prior notice, the Company shallshall afford Parent and its Representatives reasonable access, and shall cause its Subsidiaries and their respective officersduring normal business hours throughout the period prior to the First Effective Time, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide ’s and the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, RepresentativesCompany Subsidiaries’ personnel, properties, facilitiesContracts, booksfilings with Governmental Entities and books and records and, recordsduring such period, contracts and other assets of the Company and shall furnish promptly to Parent all available information concerning its Subsidiaries business as Parent shall may 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing the Company shall not be required to permit any inspection or provide other access, or to disclose any information, that in this Section 5.5(athe reasonable judgment of the Company would: (i) will require 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 its Subsidiaries 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 Company or any of their respective Representatives the Company Subsidiaries or personal information that would expose the Company to disclose any information which would the risk of liability; or (ivi) (x) violate any Law cause a material breach of, or Judgmentmaterial default pursuant to, (y) violate any binding confidentiality obligation agreement entered into by the Company or any Company Subsidiary; 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 (or its applicable Representative) access to such information. (b) For purposes of furthering the transactions contemplated by this Agreement and upon reasonable prior notice, Parent shall afford the Company and its Subsidiaries Representatives reasonable access, during normal business hours throughout the period prior to a third party if 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 have used commercially reasonable efforts not be required to obtain the required consent permit any inspection or waiver of such third partyprovide other access, or to disclose any information, that in the reasonable judgment of Parent would: (zi) 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 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 the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of the Parent Subsidiaries or personal information that would expose Parent to the risk of liability; or (vi) cause a waiver 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 of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its applicable Representatives) access to such information. (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 similar any other applicable privilege, so long asthe 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 case confidentiality of clauses 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. (yd) and (z), In no event shall the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from work papers of any of the foregoing impediments parties hereto 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. (iie) require All information provided by the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal Parent or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information Representatives shall be 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 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.

Access. During At all times during the Pre-Closing Periodperiod 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 IX and the Appointment Time, the Company shallshall afford Parent and its accountants, and shall cause its Subsidiaries and their respective officers, directors, employees legal counsel and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilities, books, records, contracts books and other assets records and personnel of the Company and its Subsidiaries as to enable Parent shall reasonably request so long as such access does not unreasonably interfere with to obtain all information concerning the conduct business, including the status of the business product development efforts, properties, results of operations and personnel 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 may reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing no information or Knowledge obtained by Parent in any investigation conducted pursuant to this Section 5.5(a) will require the Company 7.6 shall affect or be deemed to modify any of its Subsidiaries representation or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation warranty of the Company set forth herein or the conditions to the obligations of Parent and its Subsidiaries Merger Sub to a third party if consummate the Company shall have used commercially reasonable efforts to obtain transactions contemplated hereby, including the required consent or waiver of such third partyOffer and the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement (zas amended pursuant to Section 7.9 hereof) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in shall apply to any information provided to Parent pursuant to this Section 7.6. Notwithstanding anything to the case of clauses (y) and (z)contrary set forth herein, the Company shall have used commercially reasonable efforts not be required to make appropriate substitute arrangements provide access to, or to permit reasonable disclose information, where such access or disclosure as promptly as reasonably practicable that does not suffer from any would jeopardize the attorney-client privilege of the foregoing impediments or (ii) require the Company or its Subsidiaries or contravene any applicable Law or Contract entered into prior to the date of this Agreement; provided, that, in such circumstance, the Company’s Subsidiaries Company shall cooperate with Parent to disclose any information concerning implement a Takeover Proposal procedure to permit access to or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any disclosure of such information in confidence in accordance with a manner that would not reasonably be expected to jeopardize the Confidentiality Agreementattorney/client privilege or contravene such applicable Law or Contract.

Access. During the Pre-Closing PeriodUpon reasonable notice, and except as may otherwise be required by applicable law, each of the Company shall, and Parent shall (and shall cause each of its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide ) afford the officers, employees, agents counsel, accountants and other Representatives authorized representatives of Parent and Merger Sub the other party ("Representatives") reasonable access access, during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, Representatives, its properties, facilities, books, recordscontracts, contracts records and other assets 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 be requested, provided that no investigation pursuant to this Section 6.7 shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business of the Company affect or be deemed to modify any representation or warranty made by any party hereto and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, howeverfurther, that nothing in this Section 5.5(a6.7 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) will require the Company disclosure of any trade secrets of third parties or violate any of its Subsidiaries or any of their respective Representatives obligations with respect to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third if such party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third partyparty to such inspection or disclosure or (b) any violation of laws relating to the sharing of information between competitors, it being understood that the parties will provide extracts, or (z) summaries, or aggregations or other information to the greatest extent practicable in a manner that does not result in a waiver any such violation or improper disclosure. The parties agree that requests for access to the properties and records of attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (y) Company and (z)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 shall have used commercially reasonable efforts agrees to make appropriate substitute arrangements available to permit Parent and its Representatives, promptly after they are available, monthly summary profit and loss statements for the 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 disclosure as promptly as reasonably practicable that does not suffer from any notice and accompanied by the Chief Executive Officer or the Chief Operating Officer of the foregoing impediments or (ii) require the Company or any another executive designated by one of them, an opportunity to meet periodically with sales and operations (including plant comptrollers) management of the Company’s Subsidiaries Company to disclose any discuss integration plans and issues. All requests for information concerning a Takeover Proposal made pursuant to this Section 6.7 shall be directed to an executive officer of the Company or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officersas the case may be, employees and agents will hold any or such Person as may be designated by such party. All such information in confidence in accordance with shall be governed by the terms of the Confidentiality Agreement.

Access. During the Pre-Closing PeriodUpon reasonable advance written notice, the Company shall, and each of the Acquired Companies shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon afford Parent’s representatives reasonable advance notice access, during normal business hours throughout the period prior to the Effective Time, to the Company’s books and records, provide the officersproperties and facilities (in each case, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, as related to the officersAcquired Companies and Company Properties) and, employeesduring such period, Representativesthe 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, propertieshowever, facilitiesthat the Company shall not be required to permit any inspection or other access, booksor to disclose any information, records, contracts and other assets that in the reasonable judgment of the Company and its Subsidiaries as Parent shall could reasonably request so long as such access does not unreasonably 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 business 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 Subsidiariesmembers (collectively, “Company Parties”) harmless of and shall furnish 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 Merger Sub with its representatives at the Company Properties except (i) to the extent such other data and information as Parent and Merger Sub shall reasonably request that is in claim or damage was caused by the possession and custody gross negligence or control willful misconduct of the Company and its Subsidiaries 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 their respective Representativessuch exacerbation). Notwithstanding anything to the contrary 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 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 marketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, that nothing 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 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.5(a) will require 6.4 must be directed to the General Counsel of the Company or any of its Subsidiaries or any of another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and shall cause their respective Representatives to disclose representatives not to, contact any information which would (i) (x) violate any Law tenant, customer or Judgment, (y) violate any binding confidentiality obligation supplier of the Company and its Subsidiaries to a third party if in connection with the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company Mergers or any of the other Transactions without the Company’s Subsidiaries prior written consent (such consent not to disclose any information concerning a Takeover Proposal be unreasonably withheld, conditioned or Takeover Inquiry except as otherwise required herein. Parentdelayed), Merger Sub and their respective officers, employees the Parent Parties acknowledge and agents will hold agree that any such contact shall be arranged by and with a representative of the Company participating. All information in confidence in accordance with obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the Company for purposes of the Confidentiality Agreement.

Access. During (a) Subject to compliance with applicable Laws, each of the PreCompany 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 Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably 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 First Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing PeriodDisposition), the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice ) (i) afford to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub its Representatives reasonable access 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 officers, employees, RepresentativesCompany’s and its Subsidiaries’ businesses, properties, facilitiespersonnel, booksagents, contracts, commitments, books and records, contracts and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other assets of information concerning the Company and its Subsidiaries as Parent shall may be reasonably request so long as such access does not unreasonably interfere requested and is necessary or advisable in connection with the conduct of the business of the Company and its Subsidiariesany filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, and shall furnish Parent and Merger Sub with such (B) all reports or other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of concerning the Company and its Subsidiaries or provided to third parties pursuant to the terms of any outstanding indebtedness of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries and (C) all other information concerning the 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 any of their respective Representatives its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to disclose grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent 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, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the disclosure of any information which in connection with any litigation or similar dispute between the parties hereto, would (i) (x) violate constitute a violation of any applicable Law or Judgmentresult in the 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, (y) violate any binding confidentiality obligation the Company or Parent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and its Subsidiaries to a third party if the Company Parent shall have used commercially use reasonable efforts to obtain the required consent or waiver 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 best efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) require implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean 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) Each of the Company and Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the Company’s Subsidiaries consummation of the transactions contemplated hereby shall be deemed to disclose any information concerning a Takeover Proposal or Takeover Inquiry except be “Confidential Information”, as otherwise required herein. Parentsuch term is used in, Merger Sub and their respective officers, employees and agents will hold any such information in confidence shall be treated in accordance with with, the confidentiality agreement, dated as of December 9, 2020, between the Company and Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of March 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

Access. During From June 8, 2011 through the Pre-Closing PeriodClosing, the Company shallSeller shall afford to Buyer and its authorized Representatives (i) reasonable access, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, hours and in such manner as not to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any normal operation of the Company’s Subsidiaries business, to disclose the properties, books, contracts, and records of Seller and the Company and to the appropriate officers and employees of 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) such access as is contemplated by the 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 access to, and Seller shall have no obligation to provide to Buyer, information relating to: (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information concerning a Takeover Proposal the disclosure of which would jeopardize any privilege available to Seller or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any the Company relating to such information or would cause Seller or the Company to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in confidence a 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 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 accordance with a Notice delivered to Buyer, and all such information provided shall be subject to the Confidentiality Agreement.

Access. During the Pre-Closing PeriodUpon reasonable advance written notice, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon ) afford Parent’s Representatives reasonable advance notice access, during normal business hours throughout the period prior to the CompanyEffective Time, provide to the Acquired Companies’ officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representativesagents, properties, facilities, books, records, contracts and other assets of records and, during such period, the Company and shall furnish promptly to Parent all other information within its Subsidiaries possession or control concerning its business as Parent shall may reasonably request so long as such access does not unreasonably interfere in writing, in each case, for any reasonable business purpose related to the consummation of or integration planning with respect to 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective RepresentativesTransactions; provided, however, that nothing the Acquired Companies may restrict or prohibit such access to the extent that granting such access would, in this Section 5.5(athe reasonable judgment of the Company: (a) will require result in the Company or disclosure of any Trade Secrets of its Subsidiaries or any of their respective Representatives to disclose any information which would Third Parties; (i) (xb) violate any Law material obligation of the Acquired Companies with respect to confidentiality, non-disclosure or Judgment, privacy; (yc) reasonably be expected to result in a waiver by the Company under the attorney-client privilege or attorney work product doctrine; (d) violate any binding confidentiality obligation of the Company and its Subsidiaries Contract or Law (it being agreed that, with respect to a third party if clauses (a), (b), (c) or (d), that the Company shall have used its commercially reasonable efforts to obtain the required consent cause such information to be provided in a manner that would not result in such jeopardy, contravention or waiver of such third party, violation); or (ze) result in a waiver materially interfere with the conduct of attorney-client privilege, work product doctrine or similar privilege, so long as, in any Acquired Company’s business. Without limitation of the case of clauses (y) and (z)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 have used commercially reasonable efforts instruct its directors, officers and employees not to, directly or indirectly, contact any Person known by such director, officer or employee to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from be a customer or supplier of the Company in connection with the Merger or any of the foregoing impediments 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 Confidentiality Agreement shall be extended until either (i) one year following the date on which this Agreement is terminated pursuant to Section 7.1 or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementEffective Time.

Access. During The Purchaser and its Affiliates (including the Pre-Closing PeriodSubject Entities and the Partnership Entities) shall make or cause to be made available to each of the Sellers all books, records and documents of the Company shallSubject Entities and the Partnership Entities (and the assistance of employees responsible for such books, records and shall cause its Subsidiaries documents) upon reasonable notice during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Proceeding, (b) preparing reports to holders of Equity Interests and their respective officersGovernmental Bodies or (c) such other purposes for which access to such documents is determined by any such Seller to be reasonably necessary, directors, employees including preparing and delivering any accounting or other Representatives to, upon Parent’s reasonable advance notice statement provided for under this Agreement or otherwise or the determination of any matter relating to the Company, provide the officers, employees, agents rights and other Representatives obligations of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and 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 request that is in the possession and custody or control of the Company and its Subsidiaries any Seller or any of their respective RepresentativesAffiliates under any Transaction Agreements or Transaction Documents; provided, however, that nothing access to such books, records, documents and employees shall not interfere with the normal operations of the Purchaser, its Affiliates, the Subject Entities or the Partnership Entities and the reasonable out-of-pocket expenses of the Purchaser, its Affiliates, the Subject Entities and the Partnership Entities incurred in connection therewith shall be paid by the applicable Seller. The Purchaser shall cause each Subject Entity and Partnership Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten years after the Closing Date and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Sellers at the end of any such period. For purposes of clarity, this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives 6.1 shall not apply to disclose any information matters related to Taxes, which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementbe governed by Section 11.5.

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 (the “Pre-Closing Period”), and upon reasonable advance notice to the Company, the Company shall provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Company’s existing books and records for the purpose of enabling Parent to verify the accuracy of the 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 transactions 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, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Parent, Parent shall provide Company and Company, provide the officers, employees, agents and other ’s Representatives of Parent and Merger Sub with reasonable access during normal business hours, hours to Parent’s existing books and records for the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets purpose of enabling the Company to verify the accuracy of Parent’s representations and 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 request that is warranties contained in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesthis Agreement; provided, however, that nothing any such access shall be conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and in such a manner as to maintain the confidentiality of this Section 5.5(a) will Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with Parent’s operations to effect the Creditor Plan and the transactions contemplated by this Agreement. Nothing herein shall require the Company or any of its Subsidiaries or any of their respective Representatives Parent to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of to the Company and if such disclosure would, in its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent discretion (a) jeopardize any attorney- client or waiver of such third party, other legal privilege or (zb) result in 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 Parent or its Affiliates is a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (y) and (zparty), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During (a) Subject to applicable Law, upon reasonable notice, the Pre-Closing PeriodCompany and Parent each shall (and shall cause its Subsidiaries to) afford the other’s Representatives (including, for this purpose, environmental consultants) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent or Merger Sub, and provided, further, that the foregoing shall not require the Company or Parent (i) to permit any inspection, or 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 requests for information made pursuant to this Section 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 officers, directors, employees and other Representatives to, upon use their reasonable best efforts to cooperate on a timely basis with Parent’s reasonable advance notice and Merger Sub’s efforts to obtain funding for the Transactions (and facilitating the syndication thereof) by way of (i) 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 Company, provide extent reasonably requested by Merger Sub); (iii) recording documents and executing and delivering financing documents (or ensuring the officers, employees, agents execution and delivery thereof) and other Representatives of Parent and Merger Sub reasonable access during normal business hoursrequested certificates or documents, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets including a certificate of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct chief financial officer 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their respective Representatives reports in any materials relating to disclose any information which would such funding, legal opinions, surveys and title insurance; (iiv) providing reasonable direct contact between Parent’s and Merger Sub’s lenders involved in the funding process and their counsel and advisors (xcollectively, the “Funding Arrangers”) violate any Law or Judgmentand the officers and directors of the Company and its Subsidiaries; and (v) permitting the Funding Arrangers to evaluate the Company’s and each of its Subsidiaries’ current assets, (y) violate any binding confidentiality obligation 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 foregoing and to conduct a due diligence investigation of the Company and its Subsidiaries in connection with any bank financing, including access to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of outside accountants and key customers and key suppliers); provided that (1) 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 promptly as reasonably practicable that requested cooperation does not suffer from any materially and adversely interfere with the ongoing operations of the foregoing impediments or (ii) require the Company or any of its Subsidiaries and (2) none of the Company’s Company or any of its Subsidiaries shall be required to disclose pay any information concerning a Takeover Proposal commitment or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and other similar fee or incur any other expense in connection with their respective officers, employees and agents will hold any such information cooperation in confidence in accordance with the Confidentiality Agreementfunding process prior to the Effective Time.

Access. During the Pre-Closing Period, the Subject to specific restrictions imposed upon Seller and Company shall, by Law or Contract to which either of them is a party and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Companyexecution 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, provide the officers1997 by and between Buyer and Seller, employees, agents Seller and other Representatives Company shall authorize and permit Buyer and its representatives (which term shall be deemed to include its independent accountants and counsel and representatives of Parent and Merger Sub prospective financing institutions of Buyer) to have reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts upon reasonable notice and other assets of the Company and its Subsidiaries in such manner as Parent shall reasonably request so long as such access does will not unreasonably interfere with the conduct of the business their respective businesses, to all of the Company their respective properties, books, records, operating instructions and its Subsidiariesprocedures, Tax Returns, and shall furnish Parent all other information with respect to the Business as Buyer may from time to time request, and Merger Sub to make such reasonable numbers of copies of such books, records and other documents and to discuss their respective businesses with such other data Persons, including, without limitation, the directors, officers, employees, accountants, counsel, suppliers, customers, and information creditors of Seller (with respect to the Business) and Company, as Parent are reasonably necessary or appropriate for the purposes of familiarizing them with the Business and Merger Sub shall reasonably request that is in obtaining any necessary Approvals of or Permits for the possession and custody or control transactions contemplated by this Agreement. Without limiting the generality of the Company and its Subsidiaries foregoing, Buyer shall be entitled to (a) conduct or cause to be conducted without the consent of Seller or Company, an environmental compliance audit of the Business and, respect to any interest in real property held by Seller (with respect to the Business) or Company, a non-invasive environmental audit consisting of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgmenta "phase 1" environmental study, (yb) violate conduct or cause to be conducted subject to the prior written consent of Seller or Company (which consent shall not be unreasonably withheld) with respect to any binding confidentiality obligation of interest in real property held by Seller (with respect to the Business) or Company and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent such other environmental investigations or waiver 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) studies as Buyer may desire and (z)c) review, as soon as available, copies of all reports, renewals, filings, certificates, statements and other documents received by Seller (with respect to the Business) or Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementGovernmental Entity.

Access. During the Pre-Closing PeriodUpon reasonable advance notice, the Company Company, on the one hand, and Parent, on the other hand, shall, and shall cause each of its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent(x) afford the other party’s Representatives reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Company Merger Effective Time, to the officers, employees, Representatives, all properties, facilities, booksofficers, records, contracts offices and other assets facilities, and books and records 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 Parent shall the other party may reasonably request so long and (y) permit such inspections as the other party may reasonably require and promptly furnish the other party with such access does financial and operating data and other information with respect to the business, properties and personnel of itself and each of its Subsidiaries as the other party may reasonably request; provided, however, that the Acquired Companies or the Parent Companies, as applicable, shall not unreasonably be required to permit any 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 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 5.6 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party or any condition to the obligations of the parties. All requests for access pursuant to this Section 5.6 must be directed to the Chief Executive Officer of the Company or Parent, as applicable, or another Person designated in writing by such party. The Company shall cooperate and its Subsidiariesparticipate, as reasonably requested by Parent from time to time and to the extent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ 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 furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody cause their respective Representatives not to, contact any customers, suppliers, vendors, service providers, joint venture partners, lessors, lessees, consultants or control lenders of the Company and its Subsidiaries or Parent, as applicable, in connection with the Mergers or any of their respective Representativesthe other Transactions without the Company’s, or Parent’s, as applicable, prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that nothing in this Section 5.5(a) will require the Company or shall use its reasonable best efforts to allow the Parent Parties to communicate with the Acquired Companies’ property managers (including the Company Management Companies), asset managers and accounting staff, provided that any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of such communication contemplated by the foregoing sentence shall be arranged by the Company and its Subsidiaries to a third party if the Company shall may have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result a Representative participate 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementcommunications.

Access. During the Pre-Closing Periodperiod from the date of this Agreement until the earlier of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller shall grant, and cause the Company shalland the Company’s Subsidiaries, officers, managers, directors, employees, attorneys, accountants and shall cause other agents to grant, to Buyer and its Subsidiaries authorized Representatives and potential lenders, as well as their respective officers, directorsemployees, employees affiliates and other Representatives toagents, upon Parent’s reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours and upon reasonable notice, to the officers, employees, Representativespersonnel, properties, facilitiesfinancial information, books, records, contracts books and other assets records of the Company and its the Company’s Subsidiaries as Parent shall reasonably request so long as and Seller (to the extent related to the Business), except that Seller and the Company may restrict or otherwise prohibit such access does not unreasonably interfere with to 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 request extent that is in the possession and custody (a) any applicable Law requires Seller or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose restrict or otherwise prohibit such access or (b) such access would give rise to a material risk of waiving any 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 fact that Seller or the Company is withholding such access and thereafter Seller and the Company shall reasonably cooperate with Buyer to allow the disclosure of such information (or as much of it as possible) in an appropriate substitute disclosure arrangement or otherwise in a manner that would not violate any of clauses (a) 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 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 terms and conditions of the Confidentiality Agreement will apply to any information concerning a Takeover Proposal obtained by Buyer or Takeover Inquiry except as otherwise required hereinany of its Representatives or any third party in connection with any investigation conducted pursuant to the access contemplated by this Section 5.5. Parent, Merger Sub and their respective officers, employees and agents will hold any such information Notwithstanding anything in confidence in accordance with the Confidentiality AgreementAgreement to the contrary, the Confidentiality Agreement will automatically terminate and be of no further force or effect upon the Closing.

Access. During At all times during the Pre-Closing Periodperiod 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 X and the Effective Time, the Company shall, and shall cause its each of the Company Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilitiesbooks and records and personnel of the Company and, booksduring such period, recordsthe Company shall, contracts 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 assets 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 (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 Subsidiaries as Parent Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company. Any investigation conducted pursuant to the access contemplated by this Section 5.03 shall reasonably request so long as such access be conducted in a manner that 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 request that is in the possession and custody or control of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementCompany Subsidiaries.

Access. During At all times during the Pre-Closing Interim Period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of will afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, Representatives, properties, facilitiesbooks and records and personnel of the Company Group, booksexcept that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any applicable Law or regulation 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 reasonably likely risk of waiving (or otherwise jeopardize) any attorney-client privilege, recordswork product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which any Company Group Member is a party or otherwise bound would violate or cause a material default pursuant to, contracts and other assets 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 third Persons; (e) in the Company’s reasonable, good faith discretion, restricting or prohibiting access is advisable in connection with any COVID-19 Measures; (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Subsidiaries Affiliates, on the one hand, and Parent and its Affiliates, on the other 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 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 or documents and thereafter the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as Parent much of it as possible under the circumstances) in a manner that would not violate any of clauses (a) through (f). Any information so disclosed shall reasonably request so long as 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 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 and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in Group or create a risk of damage or destruction to any property or assets of the possession and custody or control Company. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and its Subsidiaries or insurance requirements and will not include the right to perform invasive testing. The terms and conditions of the Confidentiality Agreement will apply to any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company information obtained by Parent or any of its Subsidiaries Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.8. All requests for access pursuant to this Section 6.8 must be directed to the General Counsel (or any comparable position) of their respective Representatives the Company, or another person designated in writing by the Company. Nothing in this Section 6.8 shall require the Company to disclose permit the inspection of, or to disclose, any information which would (i) (x) violate any Law regarding or Judgment, (y) violate any binding confidentiality obligation related to the deliberations of the Company and its Subsidiaries Board with respect to a third party if the transactions contemplated by this Agreement, the entry into this Agreement or any materials provided to the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result Board 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementconnection therewith.

Access. During Subject to applicable Law relating to the Pre-Closing Periodsharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, the Company shall, shall (and shall cause its Subsidiaries to) afford Parent and their respective officersits representatives reasonable access, directorsduring normal business hours throughout the period prior to the Effective Time, employees to its properties, books, contracts and other Representatives records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, upon Parent’s reasonable advance notice properties and personnel as may reasonably be requested, including information relating to Contracts with Governmental Entities, insurance, pending litigation or claims, employee and employment matters, and information regarding Company membership in standards organizations, provided that no investigation pursuant to this Section 7.7 shall affect or be deemed to modify any representation or warranty made by the Company, provide and provided, further, that the officersforegoing shall not require the Company (i) to permit any inspection, employeesor to disclose any information, agents and other Representatives of Parent and Merger Sub that in the reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets judgment of the Company and Company, would result in the disclosure of any trade secrets of third parties or violate any of its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere obligations with the conduct of the business of respect to confidentiality if the Company and shall have used its Subsidiariescommercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, and shall furnish Parent and Merger Sub with such other data and (ii) to disclose any privileged information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any information that is reasonably expected to jeopardize any attorney client or other legal privilege of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries its Subsidiaries, or (iii) to disclose any information concerning a Takeover Proposal 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 Takeover Inquiry except such Person as otherwise required hereinmay be designated by such executive officer. Parent, Merger Sub and their respective officers, employees and agents will hold any such All information in confidence in accordance with that is made available pursuant to this Section 7.7 shall be governed by the terms of the Confidentiality Agreement.

Access. During (a) For purposes of furthering the Pre-Closing PeriodMergers but subject to the following sentence, the Company shall, and shall cause its the Company Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of (x) afford Parent and Merger Sub its Representatives reasonable access during normal business hourshours and upon reasonable notice, throughout the period prior to the Effective Time, to the officers, employees, Representativesits and its Subsidiaries’ personnel, properties, facilitiesContracts, booksbooks and records and any report, recordsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and, contracts during such period and (y) make available to Parent and its Representatives all other assets available information concerning its business, developed and in-development products, properties and personnel as Parent may reasonably request. Parent will use its reasonable best efforts to minimize any disruption to the businesses of the Company that may result from such requests for access, data and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business of the information. The Company and its Subsidiariesshall, and shall furnish cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent and Merger Sub with its Representatives (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. federal securities laws (other data and information as Parent and Merger Sub shall reasonably request than reports or documents that is in the possession and custody or control of the Company is not permitted to disclose under applicable Law) and its Subsidiaries or any (ii) a copy of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require all substantive correspondence between the Company or any of its Subsidiaries Subsidiaries, on the one hand, and any party to a Contract, on the other hand, with regard to any material action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Mergers. The foregoing notwithstanding, the Company shall not be required to provide access to or make available to any person any document or information if doing so would, in the reasonable judgment of their respective Representatives to disclose any information which would the Company, as applicable, after consultation with its outside counsel, (i) (xA) violate any Law or JudgmentLaw, (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 waiver of such third party, or (zB) result in a waiver violation of a confidentiality agreement with a third party entered into prior to the date of this Agreement or (C) jeopardize the attorney-client privilegeclient, attorney work product doctrine or similar privilege, so long as, in the case other legal privilege of clauses (y) and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of its Subsidiaries. (b) No investigation by the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal Company or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and Parent or their respective officers, employees Representatives shall affect or be deemed to modify or waive the representations and agents will hold any such warranties of the other Party set forth in this Agreement. (c) The Parties hereby agree that all information provided to them or their respective Representatives in confidence connection with this Agreement and the consummation of the Mergers shall be governed in accordance with the confidentiality agreement, dated as of March 20, 2017, by and between the Company and Parent (the “Confidentiality Agreement”).

Access. During From the Pre-date of this Agreement through the Closing PeriodDate, the Sellers and Company shallshall allow Purchaser’s representatives, attorneys and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub accountants reasonable access during normal business hours, hours upon reasonable notice to the officersrecords and files, employees, Representatives, properties, facilities, books, records, contracts audits and other assets properties of the Company Representors as well as all information relating to taxes, commitments, contracts, titles and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of financial condition of, or otherwise pertaining to, the business and affairs of the Company Representors. From the date hereof, the Sellers and Company will use commercially reasonable efforts to cause accountants of Company Representors to cooperate with Purchaser and its Subsidiariesaccountants in making available all financial information concerning the Company Representors as is requested, and Purchaser and its accountants shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in have the possession and custody or control right to examine all working papers pertaining to examinations of the Company and Representors, or preparation of its Subsidiaries or any of their respective Representatives; reports, by its accountants, provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives no event shall Purchaser have access to disclose any information which would that (i) (x) violate based on advice of Sellers’ counsel, would create any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments potential Liability under applicable Laws or (ii) require in the Company or any reasonable judgment of the Company’s Subsidiaries 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 disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parentconfidentiality; provided, Merger Sub and their respective officersfurther, employees and agents will hold any that in connection with (ii) above, if such information in confidence question is set forth in accordance a Material Contract, the Company Representor shall provide Purchaser with a summary of the Confidentiality material terms of such Material Contract, together with such additional information reasonably requested by Parent to satisfy its due diligence investigations, but in recognition of the confidential nature of such agreement. All requests for information made pursuant to this Section 8.2 shall be directed to Xueshi Yang or such Person or Persons as may be designated by the Sellers’ Representative. All information received pursuant to this Section 8.2 shall be governed by Section 15.17 and the Non-Disclosure Agreement.

Access. During the Pre-Closing PeriodUpon reasonable notice, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees afford Parent’s officers and other Representatives toauthorized representatives reasonable access, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, Representatives, Acquired Entities’ properties, facilities, books, books and records, contracts and other assets personnel, and, during such period, the Company shall cause to be furnished promptly to Parent all readily available information concerning its business as Parent may reasonably request; provided, however, that the Company shall not be required to permit any inspection, or to disclose any information set forth in Section 4.5 of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably 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 violate any obligation of any of the Acquired Entities with respect to confidentiality; (ii) jeopardize protections afforded any of the Acquired Entities under the attorney-client privilege or the attorney work product doctrine; (iii) materially interfere with the conduct of the business of the Acquired Entities; or (iv) include information that identifies specific customers or other confidential information with respect to any specific customer relationship (provided 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 and its Subsidiariescontinues in discussions with an Exempted Person following the No-Shop Period Start Date, and shall furnish following the Cut-Off Date), Parent and Merger Sub 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 such other data counsel and information as the Company) will provide Parent and Merger Sub shall reasonably request that is in with timely access to the possession and custody or control fullest extent possible to the substance of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing information described in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any 4.5). All information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company obtained by Parent and its Subsidiaries representatives pursuant to a third party if the Company this Section 4.5 shall have used commercially reasonable efforts to obtain the required consent or waiver be treated as “Evaluation Material” for purposes 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During (a) From the Pre-Closing Perioddate of this Agreement until the Effective Time, the Company shall: (i) upon reasonable prior notice, give Parent and shall cause its Subsidiaries Purchaser, their officers and a reasonable number of their employees and their respective officersauthorized representatives, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours and as coordinated through the Company’s Chief Financial Officer to the Company’s properties, contracts, commitments, books and records; (ii) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information 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, Representativesaccountants, 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, facilities, books, records, contracts prospects and other assets of the Company and its Subsidiaries personnel as Parent shall or Purchaser may 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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)request. In addition, the Company shall have used commercially reasonable efforts furnish promptly to make appropriate substitute arrangements 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 permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any the Company’s personnel; (iii) no later than 20 days following the end of each calendar month, provide Parent the unaudited consolidated balance sheet of the foregoing impediments or (ii) require Company as of the Company or any 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 Subsidiaries then current fiscal year until then end of such month; and (iv) within two Business Days of any request therefor, provide to disclose Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information concerning to which a Takeover Proposal holder of Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). (b) No investigation heretofore conducted or Takeover Inquiry except conducted, or knowledge or information obtained, pursuant to this Section 6.2 or otherwise shall affect any representation or warranty made by the parties hereunder or any conditions to the obligations of the parties hereunder or any condition or requirement set forth in Annex I. (c) Parent and Purchaser hereby agree that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Evaluation Information”, as otherwise required herein. Parentsuch term is used in, Merger Sub and their respective officers, employees and agents will hold any such information in confidence shall be treated in accordance with with, the confidentiality agreement, dated as of October 23, 2007, between the Company and Parent (the “Confidentiality Agreement”).

Access. (a) For purposes of furthering the Transactions, 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, to its and its Subsidiaries’ officers, employees, 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 (other than information concerning the value of the Company or relating to the 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 each case to the extent reasonably requested by Parent in order to discuss the affairs of the Company and its Subsidiaries. During the Pre-Closing Periodsuch period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice without limitation to the Companypreceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the FDA or similar Governmental Authority promptly after receipt of such communication, shall provide Parent with a reasonable opportunity to review and comment on such filing or submission, and shall give reasonable consideration to all comments reasonably proposed by Parent. All access pursuant to this Section 6.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets operations of the Company and or any of its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with and (ii) coordinated through the conduct of the business Chief Executive Officer 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 request that is in or a designee thereof. (b) Notwithstanding anything to the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing contrary contained in this Section 5.5(a6.3, neither the Company nor 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 the Company’s outside legal counsel, (i) will require jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the Companyassets, or operation of the business, of the Company or any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by which any of their assets or properties are bound; provided, however, that in such instances the Company shall inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s Subsidiaries request, reasonably cooperate with Parent to disclose 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 hereby agree that all information concerning a Takeover Proposal provided to them or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees Representatives in connection with this Agreement and agents will hold any such information in confidence the consummation of the Transactions shall be governed in accordance with the Mutual Non-Disclosure Agreement, dated as of January 31, 2014, as amended on August 7, 2015, between the Company and Sun Pharmaceutical Industries Ltd. (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. During In order to facilitate consummation of the Pre-Closing PeriodMerger and the other transactions contemplated by this Agreement, the Company shallParties 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 and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to ) afford the Company, provide the other's officers, employees, investment bankers, attorneys, accountants, financial advisors, agents and or other Representatives of Parent and Merger Sub representatives reasonable access access, during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, Representatives, its properties, facilities, books, records, contracts and other assets of the Company records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably be requested, provided that no receipt of information pursuant to this Section shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business of the Company and its Subsidiariesaffect or be deemed to modify any representation or warranty made by BP Amoco or ARCO hereunder, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, howeverfurther, that nothing in this Section 5.5(a) will the foregoing shall not require the Company BP Amoco or ARCO to permit any of its Subsidiaries inquiry, or any of their respective Representatives to disclose any information which information, that in the reasonable judgment of BP Amoco or ARCO, as the case may be, would (i) (x) violate any antitrust or competition Law or Judgment, (yii) result in the disclosure of any trade secrets of third parties or violate any binding of its obligations with respect to confidentiality obligation to third parties unless the consent of the Company and its Subsidiaries to a such third party if is obtained (and BP Amoco or ARCO, as the Company case may be, shall have used commercially use its reasonable efforts to obtain the required consent or waiver of such third party, party to such inspection 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 (zdisclosure), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any All such information in confidence in accordance with shall be governed by the terms of the Confidentiality Agreement, dated January 28, 1999, between BP Amoco and ARCO (the "Confidentiality Agreement"), including without limitation all such information disclosed in the Disclosure Letters.

Access. During (a) From the Pre-Closing Perioddate of this Agreement until the Effective Time, the Company shallshall (i) upon reasonable prior notice, give Parent and shall cause its Subsidiaries Purchaser, their officers and a reasonable number of their employees and their respective officersauthorized representatives, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours to the Company Agreements, contracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and 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 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, Representativesaccountants, 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, facilities, books, records, contracts prospects and other assets of the Company and its Subsidiaries personnel as Parent shall or Purchaser may 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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)request. In addition, the Company shall have used commercially reasonable efforts furnish promptly to make appropriate substitute arrangements 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 permit reasonable disclosure as promptly as reasonably practicable that does not suffer from the Company’s personnel. (b) No investigation heretofore conducted or conducted pursuant to this Section 6.2 shall affect any representation or warranty made by the parties hereunder or any conditions to the obligations of the foregoing impediments parties hereunder or any condition or requirement set forth in Annex I. (iic) require Notwithstanding anything to the contrary set forth herein, the Company shall not be required to provide access to, or to disclose information, 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 the Company’s Subsidiaries Parent) access to, or to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. to Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementinformation.

Access. During At all times during the Pre-Closing Periodperiod 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 IX and the Effective Time, the Company shall, and shall cause each of its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilitiesbooks and records and personnel of the Company and, booksduring such period, recordsthe Company shall, contracts 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 assets 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 the general status of the ongoing operations of the Company. Any investigation conducted pursuant to the access contemplated by this ‎Section 5.4 shall reasonably request so long as such access be conducted in a manner that 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 request that is in the possession and custody or control of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries Subsidiaries. Any access to the Company’s 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 Confidentiality Agreement shall apply to any information obtained by Parent or any of their respective its Representatives or employees in connection with any investigation conducted pursuant to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementaccess contemplated by this ‎Section 5.4.

Access. During (a) Subject to compliance with applicable Laws, each of the PreCompany 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 Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably 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 First Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing PeriodDisposition), the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice ) (i) afford to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub its Representatives reasonable access 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 officers, employees, RepresentativesCompany’s and its Subsidiaries’ businesses, properties, facilitiespersonnel, booksagents, contracts, commitments, books and records, contracts and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other assets of information concerning the Company and its Subsidiaries as Parent shall may be reasonably request so long as such access does not unreasonably interfere requested and is necessary or advisable in connection with the conduct of the business of the Company and its Subsidiariesany filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, and shall furnish Parent and Merger Sub with such (B) all reports or other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of concerning the Company and its Subsidiaries or provided to third parties pursuant to the terms of any outstanding indebtedness of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries and (C) all other information concerning the 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 any of their respective Representatives its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to disclose grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent 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, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the disclosure of any information which in connection with any litigation or similar dispute between the parties hereto, would (i) (x) violate constitute a violation of any applicable Law or Judgmentresult in the 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, (y) violate any binding confidentiality obligation the Company or Parent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and its Subsidiaries to a third party if the Company Parent shall have used commercially use reasonable efforts to obtain the required consent or waiver 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 best efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) require implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean 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) Each of the Company and Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the Company’s Subsidiaries consummation of the transactions contemplated hereby shall be deemed to disclose any information concerning a Takeover Proposal or Takeover Inquiry except be “Confidential Information,” as otherwise required herein. Parentsuch term is used in, Merger Sub and their respective officers, employees and agents will hold any such information in confidence shall be treated in accordance with with, the confidentiality agreement, dated as of December 9, 2020, between the Company and Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of March 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

Access. During (a) For purposes of facilitating the Pre-Closing Periodtransactions contemplated hereby, the Company shallshall afford Parent and (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, throughout the period prior to the earlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ 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 regarding the Company and its Subsidiaries, as Parent may reasonably request, including, without limitation, retaining on mutually acceptable terms, at the request of (and sole cost of) Parent Mandiant Corporation to conduct a cyber review of the Company’s and its Subsidiaries’ IT systems. Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company and its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries and is a party, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries, would constitute a violation of any applicable Law or would involve any invasive, destructive or subsurface sampling, testing or investigation of any properties or facilities. (b) The parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or representatives in connection with this Agreement and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets consummation of the Company and its Subsidiaries as Parent transactions contemplated hereby 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence be governed in accordance with the confidentiality agreement, dated as of December 21, 2014, between the Company and Parent (the “Confidentiality Agreement”).

Access. During From and after the Pre-Closing PeriodTransfer Date for a period of three (3) years, the Company shall, and Buyer shall cause its to be afforded to representatives of Sellers and the Heritage Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, hours to the officersoffices, employees, Representatives, properties, facilities, books, books and records, contracts and other assets reports of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with Stations which relate to the conduct operations of the business of Stations during the Company and its period during which the Stations were owned by the Sellers or the Heritage Subsidiaries, and as Sellers or the Heritage Subsidiaries shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall from time to time reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in this Section 5.5(a(a) will require such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the Company personnel or operations of Buyer or the Stations, and (b) under no circumstances shall Buyer be required to provide access to any Seller, any Heritage Subsidiary or any representatives of its Subsidiaries any Seller or any of their respective Representatives to disclose any information which would Heritage Subsidiary (i) (x) violate any Law information or Judgmentmaterials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require any privileged attorney-client communications or attorney work product. All requests for access to the Company or any offices, books and records, contracts and reports of the Company’s Subsidiaries Stations shall be made to disclose any information concerning a Takeover Proposal or Takeover Inquiry except such representatives as otherwise required hereinBuyer shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Parent, Merger Sub and their respective officers, employees and agents will hold Buyer agrees not to dispose of any such information in confidence in accordance books and records, contracts and reports of the Stations which relate to the operations of the Stations during the period during which the Stations were owned by Sellers or the Heritage Subsidiaries without consulting with the Confidentiality AgreementSellers prior to disposal thereof and taking any reasonable action requested by Sellers with respect to retention and transfer to Sellers thereof.

Access. During the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice Subject to the Companycooperation of the Trustee and the Heritage Subsidiaries, provide the officers, employees, agents and other Representatives cause to be afforded to representatives of Parent and Merger Sub Buyer reasonable access during normal business hours, hours to the officers, employees, Representativesoffices, properties, facilitiesassets, books, books and records, contracts and other assets reports of the Company and its Subsidiaries Stations, as Parent Buyer shall from time to time 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in this Section 5.5(a(a) will require such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the Company personnel or operations of any Seller Party or the Stations, and (b) under no circumstances shall any Seller Party be required to provide access to Buyer or any representative of its Subsidiaries or any of their respective Representatives to disclose any information which would Buyer (i) any information or materials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, or (xii) violate any Law privileged attorney-client communications or Judgmentattorney work product. All requests for access to the offices, properties, assets, books and records, contracts and reports of the Stations shall be made to such representatives as Sellers shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Buyer acknowledges and agrees that neither Buyer nor its representatives shall contact any of the employees, customers, suppliers, partners, or other associates or Affiliates of any Seller Party or the Stations, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of Sellers. Subject to and in accordance with the terms of this Section 6.2.7, each Seller shall, and shall use its commercially reasonable efforts to enforce such rights under the Heritage Agreement to cause each other Seller Party to, 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 1933 or the Securities Exchange Act of 1934 including, without limitation, (ya) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have used using commercially reasonable efforts to obtain the required consent of auditors to permit Buyer, any Affiliate of Buyer and their respective auditors to have access to such auditors' work papers, and (b) consenting to such access by Buyer. Under no circumstance shall the preparation of any financial statements pursuant to such audit: (a) require any Seller Party to change or waiver modify any accounting policy, (b) cause any unreasonable disruption in the business or operations of such third partyany Station, or (zc) result cause any delay that is more than de minimis in a waiver any internal reporting requirements of attorney-client privilege, work product doctrine or similar privilege, so long as, any Seller Party. All costs and expenses incurred in connection with the case preparation of clauses (yand assimilation of relevant information for) and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementfinancial statements shall be paid by Buyer.

Access. (a) For purposes of furthering the Transactions, 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, to its and its Subsidiaries’ officers, employees, 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 (other than information concerning the value of the Company or relating to the 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 each case to the extent reasonably requested by Parent in order to discuss the affairs of the Company and its Subsidiaries. During the Pre-Closing Periodsuch period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice without limitation to the Companypreceding obligations, provide make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the officers, employees, agents and other Representatives FDA or similar Governmental Authority promptly after receipt of Parent and Merger Sub reasonable such communication. All access during pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets operations of the Company and or any of its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with and (ii) coordinated through the conduct of the business Chief Executive Officer 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 request that is in or a designee thereof. (b) Notwithstanding anything to the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing contrary contained in this Section 5.5(a5.3, neither the Company nor 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 the Company’s outside legal counsel, (i) will require jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the Companyassets, or operation of the business, of the Company or any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by which any of their assets or properties are bound; provided, however, that in such instances the Company shall inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s Subsidiaries request, reasonably cooperate with Parent to disclose 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 hereby agree that all information concerning a Takeover Proposal provided to them or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees Representatives in connection with this Agreement and agents will hold any such information in confidence the consummation of the Transactions shall be governed in accordance with the Confidentiality Agreement, dated as of May 8, 2014, between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. During In order to facilitate the Pre-Closing Periodconsummation of the Merger and the other transactions contemplated by this Agreement, the Parties agree that, upon reasonable request to any Parent Executive Director or Company Officer, as the case may be, designated for the purpose, and except as may otherwise be required by applicable Law, the Company shall, and Parent each shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s ) provide reasonable advance notice access to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access the other, during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, Representatives, its properties, facilities, books, records, contracts and records and, during this period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other assets all information concerning its business, properties and personnel as may reasonably be requested; provided that no receipt of information pursuant to this Section 3.7 shall affect or be deemed to modify any representation or warranty made by the Company or Parent hereunder; and 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, howeverfurther, that nothing in this Section 5.5(a) will the foregoing shall not require the Company or Parent to permit any of its Subsidiaries inquiry, or any of their respective Representatives to disclose any information which information, that in the reasonable judgment of the Company or Parent, as the case may be, would (i) (x) violate any antitrust or competition Law or Judgment, (yii) result in the disclosure of any trade secrets of third parties or violate any binding of its obligations with respect to confidentiality obligation of the Company and its Subsidiaries to a third party parties if the Company or Parent, as the case may be, shall have used commercially reasonable efforts to obtain the required consent of the third party to inspection or waiver disclosure. All of such third partythis information shall be governed by the terms of the Confidentiality Agreement, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, including without limitation all information disclosed in the case of clauses (y) Disclosure Schedules, and (z), the Company and Parent, and each of their respective Subsidiaries, shall have used use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any maintain the confidentiality of all of the foregoing impediments or (ii) require information disclosed in the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementDisclosure Schedules.

Access. During the Pre-Closing Periodperiod 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, each of the Company shall, and Parent shall cause afford the other and its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts hours and other assets of the Company and its Subsidiaries as Parent shall reasonably request so long as such access in a manner that does not unreasonably disrupt or interfere with the conduct of the business of the Company operations, upon reasonable notice, to its properties, books and its Subsidiariesrecords, Contracts, Permits, and shall furnish Parent and Merger Sub with personnel, as such other data and information as Parent and Merger Sub shall party may reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in 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 Company pursuant to this Section 5.5(a6.06; and provided further, that neither Parent nor the Company shall be required to, or be required to cause its Subsidiaries to, afford access or disclose any information that would, in the reasonable judgment of Parent or the Company, as the case may be, (a) will require 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 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 legal privilege of Parent or the Company or any of its Subsidiaries or any of their respective Representatives Subsidiaries. In the event that the Company or Parent does not provide access to or disclose information to Parent or the Company in reliance on the final proviso of the preceding sentence, such party shall use reasonable best efforts to communicate such information to the other party in a manner that does not result in the violation of any information which would (i) (x) violate any such obligation, Applicable Law or JudgmentOrder or the jeopardy of such protections. Notwithstanding the foregoing, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if neither Parent nor the Company shall have used commercially reasonable efforts be permitted to obtain the required consent perform any on-site procedures (including an on-site environmental or waiver of such third party, or (zother study) 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 with respect to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any property of the foregoing impediments other party or (ii) require the Company or any of the Companyother party’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with without the Confidentiality Agreementother party’s prior written consent.

Access. During the Pre-Closing PeriodUpon reasonable advance written notice, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon ) afford Parent’s representatives reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Effective Time, to the officers, Acquired Companies’ employees, Representativescustomers, vendors, partners, properties, facilities, books, recordsreal properties, records and contracts and and, during such period, the Company shall furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other assets access, or to disclose any information, that in the reasonable judgment of the Company and its Subsidiaries as Parent could: (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 (it being agreed that, with respect to clauses (a), (b), (c) or (d), that the Parties shall reasonably request so long as use their reasonable best efforts to cause such access does information to be provided in a manner that would not unreasonably result in such jeopardy, contravention or violation); or (e) materially interfere with the conduct of the business 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 its SubsidiariesAcquisition Sub shall not, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody cause their respective representatives not to, contact any customer or control supplier of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require connection with the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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)Offer, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company Merger or any of the other transactions contemplated by this Agreement without the Company’s Subsidiaries prior consent (such consent not to disclose any information concerning a Takeover Proposal be unreasonably withheld, conditioned or Takeover Inquiry except as otherwise required herein. Parentdelayed), Merger and Parent and Acquisition Sub acknowledge and their respective officers, employees and agents will hold agree that any such contact shall be arranged by and with a representative of the Company participating. All information in confidence in accordance with 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.

Access. During Subject to the Pre-Closing PeriodConfidentiality Agreement and applicable Law, the Company shall, each of FCA and PSA shall (and shall cause its Subsidiaries to) afford the other and their respective officersthe other’s authorized representatives (“Representatives”) reasonable access, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Closing, to the officers, its employees, Representatives, properties, facilitiesbooks and records and, booksduring such period, records, contracts each shall (and other assets of the Company and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably be requested in order to facilitate the Parties’ integration and operational transition efforts or as otherwise deemed appropriate by the Parties; provided that no investigation pursuant to this Section 1.3 of this Annex V 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 request that is affect or be deemed to modify any representation or warranty made by FCA or PSA in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesthis Agreement; provided, howeverfurther, that nothing in this Section 5.5(athe foregoing shall not require FCA or PSA to disclose (i) will require the Company any privileged information of FCA or PSA, as applicable, or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgmentthat would, (y) violate any binding confidentiality obligation of as determined in good faith by the Company and its Subsidiaries to a third party if relevant Party after consultation with outside counsel, waive the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver protection of attorney-client privilege, work product doctrine (ii) any information that FCA or similar privilegePSA, so long asas applicable, determines, in good faith (in their sole discretion), is subject to an obligation of confidentiality, commercially or competitively sensitive or otherwise inappropriate to disclose to the case other Party (such as the disclosure of trade secrets of third parties), (iii) any information that would result in a violation of applicable Law, or (iv) result in the disclosure of any Personal Information that would expose the Party to a material risk of liability. In the event that a Party objects to any request submitted pursuant to and in accordance with this Section 1.3 of this Annex V and withholds information on the basis of the foregoing clauses (yi) and through (ziv), the Company applicable Party shall have used inform the other Party as to the general nature of what is being withheld and the Parties shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments impediments, including through the use of commercially reasonable efforts to (A) obtain the required consent or waiver of any third party required to provide such information and (iiB) require implement appropriate and mutually agreeable measures to permit the Company or any disclosure of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. All requests for information made pursuant to this Section 1.3 of this Annex V shall be directed to the individual(s) designated by FCA or PSA, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. During 1. COMPANY will be given reasonable may access to eacha LICENSED AREA Monday through FridaySaturday between the Pre-Closing Periodhours of 7:00 a.m. and 5:00 p.m.(". ("Business Hours") to inspect, the Company shallrepair, and shall cause its Subsidiaries and their respective officersmaintain, directorsmodify and/or remove the an ANTENNA FACILITY located on such within an unlocked and/or unsecured LICENSED AREA, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent shall reasonably request so long as provided that such access does not unreasonably interfere with the conduct traffic, public safety or public health or unreasonably disturb CITY business or operations conducted on CITY PROPERTY. COMPANY providesshall provide CITY with at least five (5) business daysforty-eight (48) hours prior written notice of the business times that COMPANY desiresintends to access to any part of a CITY PROPERTY. COMPANY may enter upon the Company and its Subsidiaries, and shall furnish Parent and Merger Sub with PROPERTY upon receipt of written notice from CITY granting such permission (which written notice may be delivered by e-mail or other data and information as Parent and Merger Sub shall reasonably request that is electronic means). to the property manager designated by CITY in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 (zapplicable SLA), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from . Notwithstanding any of the foregoing impediments to the contrary, CITY may deny COMPANY access for a reasonable time if CITY, in its sole discretion, determines that such access will interfere with the health, safety or (ii) require welfare of the Company public or CITY employees. CITY’s PROPERTY MANAGER, as described in the applicable SLA, shall be CITY’s contact for these purposes, unless CITY otherwise indicates in writing. 2. COMPANY may access a LICENSED AREA at all other times not described in Section 1.B.1 above and for all other purposes only upon obtaining prior permission from CITY, which permission may be withheld conditioned or delayed in CITY’s reasonable discretion. 3. Notwithstanding any of the Company’s Subsidiaries foregoing in Section 1.B.1 and 2 above to disclose the contrary, COMPANY may enter into a LICENSED AREA to perform Emergency Repairs (defined below) as follows: (i) If the affected ANTENNA FACILITY is not located in a secured or locked area within CITY PROPERTY and such Emergency Repairs will be performed during Business Hourswithout any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parentadditional traffic disruption, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance not interfere with the Confidentiality Agreementhealth or safety operations of the CITY and will not interfere with any fire, police, transportations or other health and safety operations, then COMPANY may enter the CITY PROPERTY without permission from CITY to perform such Emergency Repairs, but only after COMPANY provides advance notice to City that COMPANY will enter the CITY PROPERTY for the purpose of performing Emergency Repairs.

Access. During the Pre-Closing Period(a) Subject to applicable Law and any applicable logistical restrictions or limitations as a result of Covid-19 or any Covid-19 Measures, the Company shallshall afford to Parent and its authorized Affiliates, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other Representatives of Parent and Merger Sub representatives (collectively, “Representatives”) reasonable access solely for purposes of furthering or preparing for the consummation of the Merger and the transactions contemplated hereby, upon reasonable prior written notice, during normal business hours, throughout the period prior to the officersearlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ employees, Representatives, properties, facilitiescontracts, bookscommitments, recordsbooks and records and any report, contracts schedule or other document filed or received by it pursuant to the requirements of applicable Laws. Notwithstanding the foregoing, (i) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (A) any information that would reasonably be expected to give rise to the waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine (provided that the Company shall use commercially reasonable efforts to make any such information available in such a way that would not reasonably be expected to jeopardize the attorney-client privilege or other privilege or trade secret protection or the work product doctrine, including entering into common interest or similar agreements, as appropriate), (B) any information that in the good faith reasonable determination of the Company would violate any applicable Law (provided that the Company shall use commercially reasonable efforts to make any such information available in such a way that would not reasonably be expected to violate any applicable Law), (C) such documents or information that are reasonably pertinent to any pending litigation, suit, action or proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other assets hand (but without limiting any rights to discovery in any legal proceeding according to the applicable rules of the forum), (D) subject to, and without limiting, the requirements of Section 5.3, Section 5.4 and Section 5.6, any information to the extent related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Alternative Proposals) and the actions of the Board of Directors of the Company (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, or (E) subject to, and without limiting, the requirements of Section 5.3, any information related to a Change of Recommendation or the actions of the Board of Directors of the Company (or any committee thereof) with respect thereto, (ii) any such investigation shall be conducted under reasonable supervision of appropriate personnel of the Company and its Subsidiaries in such a manner as Parent shall reasonably request so long as such access does not to unreasonably interfere with the conduct of the normal business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control timely discharge by employees of the Company and or its Subsidiaries or any of their respective Representatives; providednormal duties and Parent shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access and (iii) any access pursuant to this Section 5.2 will be subject to the Company’s reasonable security measures, howeverpolicies and insurance requirements and will not include the right to sample soil, that nothing sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling or analysis. Nothing in this Section 5.5(a) 5.2 will be construed to require the Company or Company, any of its Subsidiaries or any of their respective Representatives to disclose prepare any reports, analyses, appraisals, opinions or other information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation that create an unreasonable burden on the employees of the Company and or its Subsidiaries Subsidiaries. The last sentence of Section 5.6(c) shall apply to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 (zany access afforded under this Section 5.2(a), mutatis mutandis. (b) Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any consummation of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence transactions contemplated hereby shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were parties thereto.

Access. During At all times during the Pre-Closing Periodperiod 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 IX and the Effective Time, the Company shall, and shall cause each of its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilitiesbooks and records and personnel of the Company and, booksduring such period, recordsthe Company shall, contracts and shall cause each of its Subsidiaries to, furnish as promptly as reasonably practicable 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 assets document filed or furnished by it with the ISA or the SEC and any material communication (including “comment letters”) received by the Company from the ISA or the SEC in respect of such filings, and (b) internal monthly consolidated financial statements of the Company and its Subsidiaries as Subsidiaries, to the extent prepared in the ordinary course of business consistent with past practice; provided, however, that (i) any request by Parent shall reasonably request so long as or its Representatives for any such access pursuant to this Section 5.4 with respect to the Company’s Subsidiaries shall be made solely to the Company and (ii) the Company may restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law 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 applicable privilege applicable to such documents or information, or (C) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right 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 commercially reasonable 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 the general status of the ongoing operations of the Company. Any investigation conducted pursuant to the access contemplated by this Section 5.4 shall be conducted in a manner that 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 request that is in the possession and custody or control of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries Subsidiaries. Any access to the Company’s properties shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any invasive testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of their respective its Representatives or employees in connection with any investigation conducted pursuant to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementaccess contemplated by this Section 5.4.

Access. During the period from the date of this Agreement until the earlier of the Offer Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company by Parent, the Company shall, and shall cause its Subsidiaries the respective Representatives of the Company to: (a) provide Parent and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub with reasonable access during normal business hours, hours of the Company to the officers, employees, Company’s Representatives, propertiespersonnel, facilities, and assets and to all existing books, records, contracts Tax Returns, work papers and other assets of documents and information relating to the Company Acquired Companies; and its Subsidiaries as (b) provide Parent shall and Parent’s Representatives with all reasonably request so long as such access does not unreasonably interfere with the conduct of requested information regarding the business of the Company Acquired Companies, including copies of the existing books, records, Tax Returns, work papers and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data documents and information as Parent and Merger Sub shall reasonably request that is in relating to the possession and custody or control of the Company and its Subsidiaries or any of their respective RepresentativesAcquired Companies; provided, however, that nothing any such access described in this Section 5.5(aclause (a) will shall be in compliance with then-applicable local COVID-19 Measures, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company; provided that the Company shall be permitted to provide any such information described in clauses (a) or (b) electronically or by other remote access where practicable. Any such access shall be subject to the Company’s reasonable security measures and shall not include invasive testing. Nothing herein shall require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would to Parent if such disclosure would, in its reasonable discretion (after consultation with its outside counsel) (i) jeopardize any attorney-client or other legal privilege (x) violate any Law so long as the Company has reasonably cooperated with Parent to permit such inspection of or Judgmentto disclose such information on a basis that does not waive such privilege with respect thereto), (yii) violate contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality obligation agreement to which the Company or its Affiliates is a party) (so long as the Company uses its reasonable best efforts to communicate the applicable information to Parent in a way that would not contravene any applicable Legal Requirement, fiduciary duty or binding agreement, as applicable) or (iii) increase the risk of facing any Regulatory Hurdle; provided, further, that disclosure may be limited to external counsel for Parent to the extent required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with (to the extent required thereby), all of its obligations under the Reciprocal Confidentiality Agreement dated May 10, 2021, between the Company and its Subsidiaries AstraZeneca Pharmaceuticals LP, as amended (the “Confidentiality Agreement”). All requests for information made pursuant to a third party if this Section 5.1 shall be directed to the Company shall have used commercially reasonable efforts to obtain the required consent executive officer or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of other Person designated by the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During Upon reasonable advance written notice, the Pre-Closing PeriodCompany shall afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Acquired Companies’ books and records and, during such period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other instruct any Company Representatives to, upon Parent’s furnish promptly to Parent all readily available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets judgment of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably could: (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 to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the conduct of the business Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished at Parent’s expense. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the Company and its Subsidiariesparties hereto. Notwithstanding anything herein to the contrary, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession not, and custody shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or control supplier of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require connection with the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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)Offer, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company Merger or any of the other Transactions without the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parentprior written consent, and Parent and Merger Sub acknowledge and their respective officers, employees and agents will hold agree that any such contact shall be arranged by and with a representative of the Company participating. All information in confidence in accordance with obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access. During the Pre-period from the date of this Agreement to the earlier of the Closing Periodand the termination of this Agreement in accordance with its terms, and subject to applicable Law, the Company shallshall grant to Buyer and its Representatives reasonable access, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours and upon reasonable notice, to the officers, employees, Representativespersonnel, properties, facilities, books, records, contracts books and other assets records of the Company Entities and its Subsidiaries as Parent shall reasonably request so long as Blocker (including, where applicable, copies thereof); provided, that (a) such access does not unreasonably interfere with the conduct normal operations of the business of any Company Entity or Blocker or involve any environmental sampling or testing or any invasive or subsurface investigation, (b) all requests for such access shall be directed to Xxxxxxx Xxxxx or such other Person(s) as the Company and its Subsidiariesmay designate in writing from time to time (collectively, the “Designated Contacts”), and (c) nothing herein shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company to provide access to, or to disclose any information to, Buyer or any of its Subsidiaries or any of their respective Representatives to the extent such access or disclosure (1) would waive any legal privilege, (2) would be in violation of applicable Laws (including the HSR Act and all other applicable Antitrust Laws), or (3) would disclose any source code or Trade Secret; provided, that the Company shall cooperate with Buyer to attempt to find a way to allow disclosure of such information which to the extent doing so would not (iin the reasonable judgment of the Company after consultation with counsel) (x) reasonably be likely to violate any Law or Judgment, (y) violate any binding confidentiality obligation of result in the Company and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver loss of such third party, privilege. Other than the Designated Contacts or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, as expressly provided in the case preceding sentence, Buyer is not authorized to and shall not (and shall cause its employees, agents, advisors, counsel, Representatives and Affiliates not to) contact any officer, director, employee, customer, reseller, distributor, supplier, lessee, lessor or other material business relation of clauses (y) and (z), any Company Entity prior to the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of Closing without the foregoing impediments or (ii) require the Company or any prior written consent of the Company’s Subsidiaries . Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to disclose such access and any information concerning a Takeover Proposal furnished to it or Takeover Inquiry except as otherwise required herein. Parentits representatives pursuant to this Section 7.01, Merger Sub and their respective officers, employees and agents will hold Buyer shall be liable to the Company for any such information in confidence in accordance with failure of any of its Representatives to abide by the terms of the Confidentiality Agreement.

Access. During the Pre-Closing PeriodUpon reasonable advance notice, the Company shall, and shall cause each of its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon (x) afford Parent’s Representatives reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Effective Time, to the officers, employees, Representatives, all properties, facilities, booksofficers, records, contracts offices and other facilities, and books and records of the Acquired Companies and, during such period, the Company shall furnish promptly to Parent all readily available information concerning its business, properties, Contracts, assets and liabilities of the Acquired Companies as Parent may reasonably request and (y) permit such inspections as Parent may reasonably require and promptly furnish Parent with such financial and operating data and other information with respect to the business, properties and personnel of the Company and each of its Subsidiaries as Parent shall may 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in this Section 5.5(a) will require the Company Acquired Companies shall not be required to permit any inspection or any of its Subsidiaries other access, or any of their respective Representatives to disclose any information which would information, that in the reasonable judgment of the Company could: (i) (xa) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries Acquired Companies with respect to confidentiality, non-disclosure or privacy to a third party if Third Party; (b) jeopardize protections afforded to any of the Company shall have used commercially reasonable efforts to obtain Acquired Companies under the required consent or waiver of such third party, or (z) result in a waiver of attorney-client privilege, privilege or the attorney work product doctrine or similar privilegedoctrine, so long as, and in the case of clauses (y) and (z)any such event, the Company shall have used parties hereto will use commercially reasonable efforts to make appropriate substitute arrangements disclosure arrangements; (c) violate any Law; or (d) materially interfere with the conduct of the Acquired Companies’ business (provided that the Company shall use commercially reasonable efforts to permit reasonable allow for such access or disclosure as promptly as reasonably practicable in a manner that does not suffer from result in the events set out in clauses (a) through (d)). No investigation pursuant to this Section 5.5 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party or any condition to the obligations of the foregoing impediments or (ii) require parties. All requests for access pursuant to this Section 5.5 must be directed to the Chief Executive Officer of the Company or any another Person designated in writing by the Company. All information obtained by Parent and its Representatives pursuant to this Section 5.5 shall be treated as “Evaluation Material” of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with Acquired Companies for purposes of the Confidentiality Agreement.

Access. During the Pre-Closing PeriodUpon reasonable advance written notice, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon afford Parent’s representatives reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours throughout the period prior to the Effective Time, to the officersAcquired Companies’ books and records and, employeesduring such period, Representativesthe Company shall furnish promptly to Parent all readily available information concerning its business as Parent may reasonably request; provided, propertieshowever, facilitiesthat the Acquired Companies shall not be required to permit any inspection or other access, booksor to disclose any information, records, contracts and other assets that in the reasonable judgment of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably could: (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 Legal Requirement; or (e) materially interfere with the conduct of the business Acquired Companies’ businesses. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the Chief Financial Officer of the Company and its Subsidiariesor another person designated in writing by the Company. Notwithstanding anything herein to the contrary, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession not, and custody shall cause their respective representatives not to, contact any customer or control supplier of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require connection with the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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)Offer, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company Merger or any of the other Transactions without the Company’s Subsidiaries prior written consent (such consent not to disclose any information concerning a Takeover Proposal be unreasonably withheld, conditioned or Takeover Inquiry except as otherwise required herein. Parentdelayed), and Parent and Merger Sub acknowledge and their respective officers, employees and agents will hold agree that any such contact shall be arranged by and with a representative of the Company participating. All information in confidence in accordance with 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.

Access. During (a) From and after the Pre-Execution Date and until the Closing PeriodDate (or earlier termination of this Agreement), subject to obtaining any required Third Party consents that are expressly required under applicable Contracts prior to KLRE or its Representatives access to the Company shallContributed Assets, including any such required consents of Third Party operators of any portion of the Contributed Assets, Tema shall (i) afford to KLRE and its lenders and underwriters, and shall cause its Subsidiaries and their each of the foregoing Person’s respective officers, directors, employees employees, accountants, consultants, agents, legal counsel, and other Representatives torepresentatives (collectively, upon Parent’s the “Representatives”) reasonable advance notice to the Companyaccess, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours and upon reasonable prior notice, to the officersContributed Assets, employeesRecords, Representatives, properties, facilities, books, records, contracts and other assets documents in Tema’s or the Company’s possession or control, (ii) make available to KLRE the Key Employees and the officers of Tema and the Company that are knowledgeable with respect to the Contributed Assets and (iii) furnish reasonably promptly to KLRE and its Representatives such information concerning the Contributed Assets and the Company as may be reasonably requested, from time to time, by or on behalf of KLRE. Notwithstanding the foregoing provisions of this Section 5.2(a), Tema shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to KLRE or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or would be reasonably likely to violate the express terms of any Contract. Notwithstanding the foregoing, KLRE shall not have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information in each case to the extent the disclosure of such information would result in a violation of applicable Law. Each of Tema and KLRE agrees that prior to Closing it will not, and prior to Closing will cause its Subsidiaries as Parent Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the Transactions and reasonably related matters. (b) All investigations and due diligence conducted by KLRE or any of KLRE’s Representatives shall reasonably request so long as such access does not unreasonably interfere be conducted at KLRE’s sole cost, risk and expense and any conclusions made from any examination done by KLRE or any of KLRE’s Representatives shall result from KLRE’s own independent review and judgment. Tema or its designee shall have the right to accompany KLRE and KLRE’s Representatives whenever they are on site on the Contributed Assets. KLRE’s investigation and review shall be conducted in a manner that minimizes interference with the conduct ownership or operation of the Contributed Assets or the business of the Company Company. KLRE shall have the right to perform visual site inspections and its Subsidiariesenvironmental compliance evaluations (including the use of infrared cameras) (“Phase I”) of the Contributed Assets. In the event that the findings of the Phase I’s suggest the presence of Environmental Defects, KLRE shall be entitled to perform any testing of any Equipment (including integrity testing and the use of infrared cameras) or sampling of the ambient air, soil, surface water, groundwater, or other media on or relating to the Contributed Assets necessary to confirm the presence of such Environmental Defects. KLRE shall furnish Parent to Tema, free of costs, a copy of any written final reports and Merger Sub with test results prepared by or for KLRE related to any such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody Phase I or control of the Company and its Subsidiaries further environmental assessment, intrusive testing or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company sampling on or any of its Subsidiaries or any of their respective Representatives relating to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Contributed Assets as soon as reasonably possible after such report is prepared. KLRE shall obtain all permits necessary to conduct any approved invasive activities from any applicable Governmental Entities; provided that, upon request, Tema and the Company shall provide KLRE with assistance (at no cost or liability to KLRE or the Company) as reasonably requested by KLRE that may be necessary to secure such permits. The Company shall have the right, at its option, to split with KLRE any samples collected pursuant to approved invasive activities. KLRE shall furnish to Tema, free of costs, a copy of any written drafts and final reports prepared prior to the Defect Deadline by or for KLRE related to any such Phase I, or relating to the Company or any of the Contributed Assets as soon as reasonably possible after such report is prepared prior to the Defect Deadline. If the Closing does not occur, (i) KLRE shall promptly return to the Company or, at the Company’s Subsidiaries request, destroy all copies of any records, reports, summaries, evaluations, opinions, due diligence memos and derivative materials related thereto in the possession or control of KLRE or any of KLRE’s Representatives, (ii) KLRE shall keep and shall cause each KLRE Representative to disclose keep, any and all information concerning a Takeover Proposal obtained by or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence on behalf of KLRE confidential in accordance with the Confidentiality Agreement and (iii) an officer of KLRE shall promptly confirm to the Company and Tema that KLRE has fully complied with the terms of this sentence. Notwithstanding the foregoing, subject to the obligations set forth in the Confidentiality Agreement, KLRE and its Representatives may retain (A) one physical copy solely for legal, regulatory and compliance purposes and (B) electronic copies with its or their customary electronic record retention and retrieval practices. (c) KLRE shall abide by Tema’s, the Company’s and any Third Party operator’s written safety rules, regulations and operating policies provided to KLRE (including the execution and delivery of any documentation or paperwork, such as confidentiality agreements or liability releases, required by Third Party operators with respect to KLRE’s access to any of the Contributed Assets) while conducting its due diligence evaluation of the Contributed Assets. KLRE shall provide Tema with at least two Business Days’ written notice before the Contributed Assets are proposed to be accessed pursuant to this Section 5.2, which notice will include a description of the activities KLRE intends to undertake. (d) In connection with the rights of access, examination and inspection granted to KLRE under this Section 5.2, (i) KLRE WAIVES AND RELEASES ALL CLAIMS AGAINST EACH TEMA INDEMNIFIED PARTY, THE COMPANY AND EACH THIRD PARTY OPERATOR ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (ii) KLRE HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH TEMA INDEMNIFIED PARTY, THE COMPANY AND EACH THIRD PARTY OPERATOR FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE TEMA INDEMNIFIED PARTIES’, THE COMPANY’S OR ANY THIRD PARTY OPERATOR’S WRITTEN RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY KLRE WITH RESPECT TO THE COMPANY OR THE CONTRIBUTED ASSETS, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY ANY TEMA INDEMNIFIED PARTY, THE COMPANY OR ANY THIRD PARTY OPERATOR; BUT EXCLUDING ANY DAMAGES OR LIABILITIES ATTRIBUTABLE TO THE (I) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY TEMA INDEMNIFIED PARTY, THE COMPANY OR ANY THIRD PARTY OPERATOR OR (II) ANY PREVIOUSLY EXISTING CONDITION OF THE CONTRIBUTED ASSETS NOT CAUSED BY KLRE OR ITS REPRESENTATIVES, INCLUDING THOSE UNCOVERED OR DISCOVERED BY KLRE OR ANY OF KLRE’S REPRESENTATIVES DURING THE COURSE OF ANY SUCH ACCESS TO OR INSPECTION OF THE CONTRIBUTED ASSETS.

Access. During the Pre-Closing Period(a) Seller shall inspect, according to mutually agreed upon specifications, the Company shallMaterials received from third parties on receipt thereof, or within five (5) business days after receipt, but, in any event, prior to use by Seller, to ensure that there has been no substitution, adulteration or deterioration of such Materials while en route to Seller. Seller shall immediately notify Purchaser of any such defects discovered in any shipment of Materials received by Seller and shall not use any such defective Materials in the manufacture and packaging of Product. (b) Seller shall permit Purchaser, its auditors and other agents to visit and inspect the Manufacturing Facility upon reasonable notice to verify that Product is produced in accordance with agreed upon production standards and practices and that Seller is otherwise in compliance with the provisions of this Agreement. (c) The parties agree that in case of an emergency affecting the quality of Product hereunder, a representative of Purchaser shall have reasonable access, upon notice to Seller, to those areas of Seller's premises concerned with or affecting Product, and Seller shall cause its Subsidiaries consult with Purchaser in dealing with such emergency. (d) Seller shall prepare and their respective officersmaintain at all times books of account and records (specifically including the originals or copies of documents supporting entries in such books of account) relating to the manufacture, directors, employees packaging and other Representatives to, upon Parent’s inventories of Product in accordance with generally accepted accounting principles. Upon reasonable advance notice to Seller, Purchaser, through its duly authorized representatives, shall have the Companyright, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to inspect at the officers, employees, Representatives, properties, facilities, Manufacturing Facility all such books, records, contracts records and other assets supporting documentation and to verify that the price of the Company and 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 request that Product is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementterms and conditions of this Agreement and may make copies thereof and take extracts therefrom.

Access. During From the Pre-Closing Perioddate hereof to the Closing, to the Company shallextent permitted by Law, and shall cause its Subsidiaries and their respective officersSeller will allow all designated Representatives of Acquiror, directors, employees and other Representatives to, access to the extent reasonably practicable upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts files, correspondence, audits and other assets properties pertaining to the business and affairs of the Company and its Subsidiaries Foxtail Business including as Parent shall reasonably request so long as such access does not unreasonably interfere with to matters that might arise outside the conduct Ordinary Course 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective RepresentativesBusiness; provided, however, that nothing notwithstanding the provision of information or investigation by Seller, Seller will not be deemed to make any representation or warranty except as expressly set forth in this Section 5.5(aAgreement. Notwithstanding the foregoing, (A) Seller will require the Company not be required to provide any information which it determines in good faith it may not provide to Acquiror by reason of applicable Law (including any information in confidential personnel files), or which Seller determines in good faith constitutes information protected by attorney-client or other similar privilege; provided, however, that if any information is so prohibited to be provided, Seller will use Commercially Reasonable Efforts to take those actions reasonably necessary so that Seller is able to provide such information to Acquiror as promptly as possible and (B) Seller will not be required to provide access to any of its Subsidiaries properties in a manner that will result in damage to such property or for the purpose of performing any onsite procedure or investigation, without Seller’s written consent, which Seller may grant or deny in its discretion. Each of their Seller and Acquiror agrees that it will not, and will cause its respective Representatives to disclose not to, use any information which obtained pursuant to this Section 4.05 for any purpose unrelated to this Agreement and the Ancillary Agreements. All information provided by a Party to the other Party hereunder will be kept confidential to the same extent as would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party be applicable if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result Confidentiality Agreement were 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementeffect.

Access. During Between the Pre-date of this Agreement and the Closing PeriodDate, the Company shall, and shall cause its Subsidiaries RAM, RT and each other member of the Company Group and their respective officers, directors, officers and employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the (i) give Buyer and its respective officers, employees, accountants, counsel, financing sources and other agents and other Representatives of Parent and Merger Sub reasonable access representatives full access, during normal business hours, to the officersall buildings, employees, Representativesoffices, properties, facilitiesplants and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, records, contracts records and other assets affairs of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with Group, whether located on the conduct of the business premises of the Company or at another location; (ii) furnish promptly to Buyer a copy of each report, schedule, registration statement and other document filed or received by any member of the Company Group during such period pursuant to the requirements of Federal securities laws or regulations; (iii) permit Buyer to make such inspections as it may reasonably require; (iv) cause its officers and employees and the other Company Group officers and employees to furnish Buyer such financial, operating, technical and product data and other information with respect to the business and properties of the Company Group as Buyer from time to time may reasonably request, including -35- 40 without limitation financial statements and schedules; (v) allow Buyer the opportunity to interview such employees and other personnel and Affiliates of the Company Group as they may reasonably request; and (vi) cooperate with Buyer and its Subsidiaries, Affiliates and shall furnish Parent and Merger Sub representatives in arranging for an orderly transition in connection with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or transfer of control of the Company and its Subsidiaries or any of their respective RepresentativesCompany; provided, however, that nothing in no investigation pursuant to this Section 5.5(a) will require 7.1 shall affect or be deemed to modify any representation or warranty made by the Company or any of its Subsidiaries or any of their respective Representatives herein. Materials furnished to disclose Buyer pursuant to this Section 7.1 may be used by Buyer for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. Prior to the Closing, any information which would (i) (x) violate any Law provided to Buyer or Judgment, (y) violate any binding confidentiality obligation of the Company its representatives pursuant to this Agreement shall be held by Buyer and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information representatives in confidence in accordance with and subject to the terms of the Buyer Confidentiality Agreement.

Access. During From and after the Pre-date of this Agreement and until the earlier to occur of the Applicable Closing Periodand the termination of this Agreement pursuant to Article VIII, the Company Seller shall, and shall cause its Subsidiaries Affiliates and Representatives to, solely for purposes of integration planning and consummating the Transactions or as is necessary to implement the purchase of the Business by the Purchasers and the operation of the Business as of the Applicable Closing, (x) give the Purchasers, their operating partners who have executed a non-disclosure agreement with Seller or its Affiliates, and their respective officersRepresentatives reasonable access, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable advance written notice and in a manner so as not to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct normal business operations of Seller and the Business, to the Purchased Assets, the Acquired Group and the books and records of the business of Business and (y) furnish to the Company and Purchasers, their operating partners who have executed a non-disclosure agreement with Seller or its SubsidiariesAffiliates, and shall furnish Parent their respective Representatives such financial and Merger Sub with such other operating data and other information relating to the Business as Parent such Persons may reasonably request; provided that the Purchasers, their operating partners who have executed a non-disclosure agreement with Seller or its Affiliates, and Merger Sub shall reasonably request that is their respective Representatives comply with all applicable Laws and all applicable bona fide policies and reasonable requirements of Seller (including such policies and requirements relating to environmental, health, safety and security matters) in the possession and custody connection with any Purchaser’s or control of the Company and its Subsidiaries operating partner’s or any of their respective Representatives’ physical access to Seller’s properties; provided, howeverfurther, that nothing in this Section 5.5(a) will require Seller may reasonably restrict such access to the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would extent that such access (i) (x) would violate any Law or Judgment, (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 waiver of such third party, or (z) result in a waiver of any attorney-client privilege of the Seller Entities or Seller, (ii) would violate any applicable Law (including merger control and competition Laws and data privacy and protection Laws applicable to employee personal information), (iii) would reasonably be expected to jeopardize the health and safety of any employee in light of COVID-19 or any Pandemic Measures or (iv) would unreasonably disrupt the normal business operations of the Business or the Seller Entities; provided that, in each case, Seller shall, and shall cause its Representatives and Affiliates to use commercially reasonable efforts to provide the Purchasers, their operating partners who have executed a non-disclosure agreement with Seller or its Affiliates, and their respective Representatives, to the extent possible, with access to the relevant information and access in a manner that would not reasonably be expected to result in the violation or waiver of any such attorney-client privilege, work product doctrine violation of law 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 promptly as reasonably practicable that does not suffer from any jeopardizing of the foregoing impediments or (ii) require the Company health and safety of its employees. Such rights of access explicitly exclude any Phase II environmental investigations or any other invasive or environmental analysis, testing or sampling, including any such analysis, testing or sampling of soil, surface water, air, groundwater or other environmental media, or building materials. All requests for access pursuant to this Section 4.01 must be directed to Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxx or such other Person designated by Seller in writing. For the Company’s Subsidiaries to disclose avoidance of doubt, any information concerning a Takeover Proposal provided to or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and obtained by the Purchasers by exercising their respective officers, employees and agents rights pursuant to this Section 4.01 will hold any such information in confidence in accordance with the Confidentiality Agreementbe subject to Section 5.01.

Access. During At all times during the Pre-Closing Interim Period, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s will use commercially reasonable advance notice efforts to the Company, provide the officers, employees, agents and other Representatives of afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, Representatives, properties, facilities, books, records, contracts books and other assets records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any applicable Law (including COVID-19 Measures) 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 privilege applicable to such documents or information; (c) access to a Contract to which any Company Group Member is a party or otherwise bound would violate or cause a material default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any trade secrets of third Persons; (e) access would, in light of COVID-19 or COVID-19 Measures, jeopardize the health and its Subsidiaries as safety of any officer or employee of the Company Group; or (f) relates to the activities of the Company pursuant to Section 5.3(a), except to the extent required to be provided pursuant to Section 5.3(f); provided that, other than with respect to clause (f), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably request so long cooperate with Parent to allow the disclosure of such information (or as such much of it as possible) in a manner that would not violate any of clauses (a) through (e). 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 or opinions that places an undue burden on the personnel of the Company Group. Without limiting the generality of the foregoing, from the Agreement Date until the Effective Time, 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 and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in Group (including the possession and custody or control activities of the Company and its Subsidiaries or any pursuant to Section 5.3). Any access to the properties of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require 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 terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Subsidiaries or Representatives in connection with any of their respective Representatives investigation conducted pursuant to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementaccess contemplated by this Section 6.8.

Access. During the Pre-Closing PeriodSubject to applicable Law, the Company Seller shall, and shall cause its Subsidiaries and their respective officersthe Acquired Companies, directors, employees and other Representatives toduring the period from the date hereof until the Closing, upon Parent’s reasonable advance notice to the Companynotice, provide the officersto: (a) afford Buyer and its Representatives reasonable access, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, Books and Records (with respect to income Tax records, contracts only to the extent directly related to the Acquired Companies), Contracts and other assets documents of the Acquired Companies, (b) furnish Buyer with such financial and operating data and other information relating to the Acquired Companies, and (c) instruct the appropriate Acquired Company employees to reasonably cooperate with Buyer and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere Representatives in connection 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesforegoing; provided, however, that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the operations of any Acquired Company, (x) require any Acquired Company to permit any inspection or to disclose any information that nothing in this Section 5.5(athe reasonable judgment of the Acquired Company would result in the disclosure of any trade secrets or violate any of its obligations or policies with respect to confidentiality, (y) will require the Acquired Company to disclose any privileged information or (z) require Seller or any of its Subsidiaries Affiliates (including the Acquired Companies) to disclose any proprietary information regarding Seller or its Affiliates (excluding the Acquired Companies) or violate any code of conduct applicable to any of the Acquired Companies. All requests for information made pursuant to this Section 7.2 shall be directed to the attention of the Chief Executive Officer of Seller and such other Persons designated by Seller in writing. To the extent that Seller or any of their respective Representatives to disclose its Affiliates incurs any information which would (i) (x) violate any Law incremental out-of-pocket costs in processing, retrieving or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold transmitting any such information in confidence in accordance with pursuant to this Section 7.2, Buyer shall reimburse Seller and such Affiliate for the Confidentiality Agreementreasonable out-of-pocket costs thereof promptly upon submission to Buyer of an invoice therefor accompanied by reasonable supporting documentation.

Access. (a) During the Preperiod between the Contract Date and the Closing Date, Purchaser shall be entitled, through its employees and representatives and at its own expense, to make such examination of all premises, properties, books, records, contracts, and documents of or to extent principally pertaining to each Transferred Company or the Business as Purchaser may reasonably request. In addition, and subject to Section 5.4 of this Agreement, during the period between the Contract Date and the Closing Date, (i) Purchaser shall be entitled through its employees and representatives and, at its own expense, to access such books, records, contracts and documents and make such examinations or interviews of Business Employees as Purchaser may reasonably request and only to the extent reasonably necessary to enable Purchaser to conduct business following Closing or to enable Purchaser to prepare its purchase accounting related to the transaction contemplated by this Agreement, and (ii) Seller shall permit all relevant Business Employees, as reasonably determined by Seller, to assist Purchaser with the preparation and delivery of appropriate presentations to third parties, including third-party reinsurers, as reasonably necessary to implement Purchaser’s reasonably designed reinsurance program, after giving appropriate regard to matters of confidentiality in a form and substance satisfactory to Seller. Any investigation, examination or interview by Purchaser of employees of the Transferred Companies and its respective Affiliates or access or assistance pursuant to any of the provisions of this Section 5.3 shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Seller with a representative of Seller present; provided, however, that such actions by Purchaser shall not unreasonably interfere with the normal operation of the Business. Notwithstanding any other provisions of this Section 5.3, Purchaser and Seller shall cooperate in implementing the provisions of this Section 5.3 so as not to prevent or interfere with Seller’s compliance with Section 5.1 hereof. (b) Following the Closing PeriodDate, the Company Seller shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives Affiliates to: (i) allow Purchaser, upon Parent’s reasonable advance prior notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, through its employees and representatives, the right, at Purchaser’s expense, to examine and make copies of any records retained by Seller in respect of the Transferred Companies for any reasonable business purpose, including, without limitation, the preparation or examination of Purchaser’s Tax Returns, regulatory filings and financial statements, but only to the officersextent that such records of Seller constitute Books and Records; (ii) allow Purchaser to interview Seller’s or its applicable Affiliate’s employees for any reasonable purpose relating to the Business, employeesincluding, Representativeswithout limitation, propertiesthe preparation or examination of Tax Returns, facilitiesregulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business or otherwise, booksor the conduct of any regulatory, records, contracts customer or other dispute resolution process and other assets (iii) maintain such records for Purchaser’s examination and copying until at least the sixth anniversary of the Company Closing Date, after which anniversary Seller may destroy such records in their discretion, provided that Seller and its Subsidiaries as Parent Affiliates shall reasonably request so long as have no obligation to maintain or retain any books and records to the extent that electronic (to the extent that Purchaser has or had unrestricted download capability to such access does electronic books and records) or paper copies or originals of such books and records are delivered to Purchaser or any of its Affiliates (including any of the Transferred Companies) at or prior to the Closing. Access to such employees and records shall not unreasonably interfere with the conduct business operations of Seller or its respective Affiliates. (c) Following the business of the Company and its SubsidiariesClosing Date, Purchaser shall, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and cause its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would Affiliates to: (i) allow Seller, upon reasonable prior notice and during normal business hours, through their respective employees and representatives, the right to (xA) violate any Law or Judgmentexamine and make copies, (y) violate any binding confidentiality obligation at Seller’s expense, of the Company books and records of the Transferred Companies and (B) interview Purchaser’s and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long asAffiliates’ employees, in the case of clauses either clause (yi)(A) and or (zi)(B), in connection with the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any preparation or examination of Tax Returns, regulatory and statutory filings and financial statements, review of the foregoing impediments Closing Statement, the conduct of any regulatory, customer or other dispute resolution process, to the extent related to the period prior to Closing; and (ii) require the Company or any maintain such books and records for Seller’s examination and copying. Purchaser shall maintain and make available to Seller such books and records of the Company’s Subsidiaries Transferred Companies for at least six (6) years after the Closing Date. Access to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, such employees and agents will hold books and records shall not unreasonably interfere with the business operations of Purchaser or its Affiliates. (d) Anything to the contrary in Section 5.3(a), (b) or (c) notwithstanding, the party granting access may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, (ii) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such information in confidence in accordance privilege or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to conflict with Applicable Laws. Notwithstanding the Confidentiality Agreementforegoing, the party granting access shall provide Books and Records related to pending claims, compliance and regulatory matters, reinsurance and any other matter that is the subject of a pending matter, settlement or Order.

Access. During (a) From and after the Pre-Execution Date until Closing Periodor termination of this Agreement, Seller shall, or shall cause the Company shall, to afford to Purchaser (and shall cause any of its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and agents, accountants, attorneys, investment bankers, landmen, consultants or other Representatives of Parent and Merger Sub designated representatives (collectively, “Purchaser’s Representatives”)), reasonable access during normal business hoursto the Company’s and, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of extent related to the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business of or the Company Assets, Seller’s, books and its Subsidiariesrecords (including the Company Records), and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in each case, in the possession and custody or control of the Company and or its Subsidiaries or any Affiliates, and, solely for the purpose of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation Purchaser’s due diligence investigation of the Company and its Subsidiaries Assets, but only to a the extent that Seller or the Company, as applicable, may do so without violating any confidentiality or other obligations to any third party if the Company Person or waiving any right to any legal privilege (provided that Seller shall have used use commercially reasonable efforts to request and obtain any consents or waivers necessary for Purchaser and Purchaser’s Representatives to gain such access, provided, further, that Seller shall not be obligated to expend any monies or incur any Damages). Seller shall provide Purchaser and/or Purchaser’s Representatives with reasonable access to the required consent or waiver representatives of such third partyCastex for the purposes of Purchaser’s due diligence investigation of the Company Assets. All access by Purchaser shall be limited to Seller’s, or (z) result the Company’s and Castex’s normal business hours, and Purchaser’s review shall be conducted in a waiver manner that minimizes interference with Seller’s, Castex’s or their respective Affiliates’ businesses. (b) Purchaser acknowledges that the permission of attorney-client privilege, work product doctrine the operator or similar privilege, so long as, in the case of clauses (y) and (z), another third Person may be required before Purchaser will be able to inspect the Company Assets. Notwithstanding the foregoing, Seller shall have used use commercially reasonable efforts to make appropriate substitute arrangements provide Purchaser access to permit reasonable disclosure as promptly as reasonably practicable the Company Assets, and Purchaser acknowledges that does not suffer it may be required to enter into indemnity, bonding or other similar agreements with the applicable operator of any Company Assets. All inspections pursuant to this Section 6.1 (subject to Section 6.2(b)) shall be conducted at Purchaser’s sole cost, risk and expense, and any conclusions made from any such investigation done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Purchaser agrees to comply with (and to cause Purchaser’s Representatives to comply with) the foregoing impediments or (ii) require rules, regulations and instructions issued by Seller and its Affiliates, the Company or Castex, as applicable, regarding the actions of Purchaser (and Purchaser’s Representatives) in conducting any of the Company’s Subsidiaries inspection pursuant to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementthis Section 6.1.

Access. During At all times during the Pre-Closing Periodperiod 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, and shall cause its Subsidiaries and their respective officerssubject to reasonable restrictions or limitations as a result of COVID-19 or any COVID-19 Measures afford Parent reasonable access, directorsconsistent with applicable Law, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable advance request, to the officers, employees, Representatives, properties, facilities, books, records, contracts books and other assets records and personnel of the Company and its Subsidiaries Subsidiaries, except that this Section 6.6 shall not require the Company to provide 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 waive any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries; or (d) 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 other hand; provided, that if access, information or documents are withheld for the reasons set forth in clauses (a) – (c), the Company shall inform Parent as Parent to the general nature of what is being withheld and the Company shall use commercially reasonable efforts to provide such access, documents or information without causing the loss of any attorney-client privilege (including entering into a customary common interest or joint defense agreement or implement such other techniques as reasonably request so long as such required to preserve any attorney-client privilege), violation of Law or Contract or disclosure of trade secrets. Any investigation conducted pursuant to the access contemplated by this Section 6.6 shall be conducted in a manner that (i) 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 request that is in the possession and custody or control of the Company and its Subsidiaries or otherwise result in any unreasonably significant interference with the prompt and timely discharge by officers, employees or other authorized Representatives of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives normal duties or (ii) cause a risk of damage or destruction to disclose any information which would (i) (x) violate any Law property or Judgment, (y) violate any binding confidentiality obligation assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries will be subject to a third party if the Company shall have used commercially Company’s reasonable efforts safety and security measures and insurance requirements and will not include the right to obtain the required consent perform invasive or waiver subsurface testing or any sampling, monitoring or analysis of such third partysoil, groundwater, building materials, indoor or ambient air, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in other environmental media. Notwithstanding anything herein to the case of clauses (y) and (z)contrary, the Company Parent Entities shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not, and shall cause their respective representatives not suffer from to, contact any employee of the foregoing impediments or (ii) require the Company or any of its Subsidiaries not involved in the negotiation of the transactions contemplated by this Agreement or any customer, technology or other partner, vendor or supplier of the Company in connection with the Transactions, in each case, without the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parentprior written consent, Merger Sub and their respective officers, employees the Parent Entities acknowledge and agents will hold agree that any such information contact shall be arranged and supervised by Representatives of the Company. All requests for access pursuant to this Section 6.6 must be directed to each Co-General Counsel of the Company, or another Person designated in confidence in accordance with writing by the Confidentiality AgreementCompany.

Access. During From the Pre-Closing Perioddate hereof to the Closing, the Company Seller shall, and shall cause its Subsidiaries Affiliates to, (a) give Purchaser and its Affiliates and their respective officers, directorsemployees, employees and advisors, agents or other Representatives torepresentatives access, upon Parent’s reasonable advance prior notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the facilities, personnel, properties, books and records of Seller and its Affiliates to the extent relating to any of the Acquired Assets, the Assumed Liabilities, the Facility or the Operations; (b) give Purchaser’s current or potential customers access, upon reasonable prior notice, during normal business hours, to the Facility; (c) furnish to Purchaser and its Affiliates and their respective officers, employees, Representativesadvisors, properties, facilities, books, records, contracts agents or other representatives such financial and operating data and other assets information relating to the Acquired Assets, the Assumed Liabilities, the Facility or the Operations as such Persons may reasonably request; and (d) use their respective commercially reasonable efforts to obtain the assistance of Seller’s and its Affiliates’ employees, counsel and accountants in connection with Seller’s and its Affiliates’ cooperation with Purchaser’s investigation of the Company Acquired Assets, the Assumed Liabilities, the Facility and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of Operations (and 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesidentification thereof); provided, however, that nothing such access, information requests and other cooperation (i) does not unreasonably disrupt the normal operations of Seller, Seller Parent or their Affiliates or the Facility in this Section 5.5(aany material respect, and (ii) will require the Company or would not violate ​ ​ any attorney-client privilege of its Subsidiaries Seller, Seller Parent or any of their respective Representatives to disclose any information which would (i) (x) Affiliates or violate any applicable Law or Judgmentin any material respect; provided, further that, with respect to clause (y) violate any binding confidentiality obligation of the Company ii), Seller shall, and shall cause its Subsidiaries to a third party if the Company shall have used Affiliates to, use commercially reasonable efforts to obtain the required consent enable such access (or waiver as much of such third party, or (zit as possible) in a manner that does not result in a waiver loss of attorney-client privilegeprivilege or violation of Law, work product doctrine as applicable. Seller, Seller Parent or similar privilege, so long as, in the case any of clauses (y) and (z), the Company their representatives shall have used commercially reasonable efforts the right to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from accompany (A) Purchaser or its inspectors during any of inspection at the foregoing impediments or (ii) require the Company Facility or any of the CompanyAcquired Assets and (B) Purchaser’s Subsidiaries customers or potential customers during any visit or inspection at the Facility. All inspections and testing shall be non-invasive to disclose the Facility. Such rights of access explicitly exclude any information concerning a Takeover Proposal intrusive or Takeover Inquiry except as otherwise required herein. Parentinvasive environmental testing or sampling, Merger Sub and including subsurface testing of soil, surface water or groundwater at any owned or leased real property of Seller, Seller Parent or any of their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementAffiliates.

Access. During (a) From the Pre-date hereof until the Closing PeriodDate, the Company shallCompanies shall (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives during Working Hours reasonable access to the offices and properties, and to copies of books and records, of the Companies; (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and any other information relating to the businesses of the Companies as such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of the Companies to cooperate with Buyer in its investigation of the businesses of the Companies. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the businesses of the Companies. Notwithstanding the foregoing, (A) the Companies 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 privilege, contravene any Applicable Law or contravene any confidentiality undertaking; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation in a manner that does not jeopardize such attorney-client privilege or contravene any such Applicable Law or confidentiality undertaking; and (B) prior to the Closing Date, Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Companies, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media. (b) On and after the Closing Date, Buyer will, and will cause the Companies to, (i) maintain the books and records of the business of the Companies for a period of eight years; (ii) upon reasonable written notice and during Working Hours, afford to Seller and its agents reasonable access to (x) properties, copies of books and records for the period prior to Closing and (y) employees and auditors of the business of the Companies, in each case to the extent necessary to permit Seller to (A) perform or satisfy any legal or regulatory obligation relating to any period on or before the Closing Date or for any other reasonable purpose or (B) conduct, or if applicable, defend, any litigation or other legal proceedings (including the matters set forth on Section 6.04(b) of the Disclosure Schedule) involving Seller or any of its Affiliates relating to matters that occurred prior to the Closing (including making employees available as witnesses, for depositions and/or to prepare for any legal proceeding). In addition, on and after the Closing Date, Buyer will, and will cause the Companies to, reasonably cooperate with Seller’s conduct of the matter set forth on Section 6.04(b) of the Disclosure Schedule. Notwithstanding the foregoing, Buyer shall not be required to provide access or disclose information to the extent that such access or disclosure would jeopardize the attorney-client privilege or contravene any Applicable Law or confidentiality undertaking; provided that Buyer shall use commercially reasonable efforts to provide the information sought in such investigation in a manner that does not jeopardize such attorney-client privilege or contravene any such Applicable Law or confidentiality undertaking. (c) From the date hereof until the Closing Date, without Seller’s prior written consent, Buyer shall not, and shall cause its Subsidiaries Affiliates and its and their respective officers, directors, employees and other Representatives representatives not to, upon Parentcontact any customers, vendors, distributors or suppliers of, or other third parties having business relationships with, the Companies, other than in the ordinary course of Buyer’s reasonable advance notice or its Affiliates’ businesses where such contact does not relate to or discuss the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets businesses of the Company Companies, this Agreement or any other Transaction Agreement or the transactions contemplated hereby or thereby and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere is in any event conducted in compliance with the conduct terms 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement. (d) Section 6.04 shall not apply with respect to Tax Returns or Tax books and records (including work papers and other documents or information related thereof).

Access. During (a) From the Pre-Execution Date until the earlier of termination of this Agreement in accordance with its terms and the Closing (the “Interim Period”), the Company shall, shall provide Parent and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives towith reasonable access, upon Parent’s reasonable advance prior notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to all Assets owned, leased or operated by the Company Entities, and shall use commercially reasonable efforts to provide Parent and its Representatives access to all Assets operated by third parties, Records, Contracts, documents, officers, employees, Representativesagents, propertieslegal advisors, facilities, books, records, contracts accountants and other assets properties of the Company Entities, and the Company shall furnish reasonably promptly to Parent and its Subsidiaries Representatives such information concerning the Company Entities and their Assets, business, Records, Contracts, properties and personnel as may be reasonably requested, from time to time, by or on behalf of Parent. Parent and its Representatives shall reasonably request so long conduct any such activities in such a manner as such access does not to interfere unreasonably interfere with the conduct of the business of the Company Entities. The Company shall have the right to have a Representative present for any communication with officers of the Company Entities, and its SubsidiariesParent shall, and shall furnish Parent use commercially reasonable efforts to cause its Representatives to, observe and Merger Sub comply with such other data all applicable health, safety and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control security requirements of the Company Entities if Parent exercises its rights to access any Assets or properties of the Company Entities under this Section 6.2. Neither Parent nor its Representatives shall contact any of the employees, customers, suppliers, or other parties that have business relationships with the Company Entities in connection with the Transactions without the specific prior written authorization of the Company. For purposes of clarification, Parent and its Subsidiaries Representatives shall be permitted to conduct environmental assessments; provided, however, in no event shall such assessments include any right to perform invasive or subsurface investigations of the properties or facilities of any Company Entity without the prior written consent of the Company. Parent shall hold in confidence all information disclosed to Parent 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 6.2, Parent shall have no right of access to, and none of the Company Entities or any of their respective Representatives; provided, however, that nothing Affiliates shall have any obligation to provide any information (1) relating to bids received from others in this Section 5.5(aconnection with the Transactions and information and analysis (including financial analysis) will require relating to such bids or (2) the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to any Company Entity or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or JudgmentAffiliates, (y) violate cause any binding confidentiality obligation Company Entity or any of the Company and its Subsidiaries respective Affiliates to breach a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third partyContract, or (z) result in a waiver violation of attorney-client privilege, work product doctrine or similar privilege, so long asLaw; provided that, in the case event that the restrictions in clause (2) of clauses this sentence apply, the Company shall provide Parent with a reasonably detailed description of the information not provided, and the Company shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Parent to evaluate such information without violating such Law or Contract or jeopardizing such privilege. Subject to the limitations set forth in Section 11.13, to the extent Parent has any assets other than its interest in the Trust Account, promptly upon completion of any access under this Section 6.2, Parent shall repair at its sole expense any damage caused by such access. (yb) During the Interim Period, Parent shall provide the Company and (z)its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all Assets, books and records, Contracts, documents, officers, employees, agents, legal advisors and accountants of Parent, and Parent shall furnish reasonably promptly to the Company and its Representatives such information concerning Parent’s business, books and records, Contracts, properties and personnel as may be reasonably requested, from time to time. The Company and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business of Parent. Notwithstanding anything to the contrary in this Section 6.2, the Company shall have used commercially reasonable efforts no right of access to, and Parent and its Affiliates shall not have any obligation to make appropriate substitute provide any information the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to Parent or any of its Affiliates, (y) cause Parent or any of its Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the event that the restrictions in this sentence apply, Parent shall provide the Company with a reasonably detailed description of the information not provided, and Parent shall cooperate in good faith to design and implement alternative disclosure arrangements to permit reasonable disclosure enable the Company to evaluate such information without violating such Law or Contract or jeopardizing such privilege. (c) Subject to the limitations set forth in Section 11.13, to the extent Parent has any assets other than its interest in the Trust Account, Parent agrees to indemnify, defend and hold harmless the Company, its respective Affiliates and its and their respective Representatives for any and all Losses incurred by the Company, its respective Affiliates or its or their respective Representatives arising solely as promptly as reasonably practicable that does not suffer from a result of actions taken by Parent or its Representatives at any Company Real Property pursuant to the access rights under Section 6.2(a), including any Claims by any of Parent’s Representatives for any injuries or property damage while present on the Company Real Property; provided that the foregoing impediments indemnification shall not apply to such Claims and Losses as are caused by the willful misconduct or gross negligence of the Company, its Affiliates or its and their respective Representatives, or any Company Entity. (iid) require During the Interim Period, each Blocker Company shall provide Parent and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all Assets, books and records, Contracts, documents, officers, employees, agents, legal advisors and accountants of such Blocker Company, and such Blocker Company shall furnish reasonably promptly to Parent and its Representatives such information concerning such Blocker Company’s business, books and records, Contracts, properties and personnel as may be reasonably requested, from time to time. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business of such Blocker Company. Notwithstanding anything to the contrary in this Section 6.2, Parent shall have no right of access to, and such Blocker Company and its Affiliates shall not have any obligation to provide any information the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to such Blocker Company or any of its Affiliates, (y) cause such Blocker Company or any of its Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the Company’s Subsidiaries event that the restrictions in this sentence apply, such Blocker Company shall provide Parent with a reasonably detailed description of the information not provided, and such Blocker Company shall cooperate in good faith to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub design and their respective officers, employees and agents will hold any implement alternative disclosure arrangements to enable Parent to evaluate such information in confidence in accordance with the Confidentiality Agreementwithout violating such Law or Contract or jeopardizing such privilege.

Access. During At all times from the Pre-Closing Perioddate hereof and continuing until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of afford Parent and Merger Sub its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance request provided in writing to the officersGeneral Counsel of the Company, employeesor another Person designated in writing by the Company, Representatives, to the properties, facilities, books, records, contracts books and other assets records and personnel of the Company and its Subsidiaries, 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; (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; (c) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default 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 (including any source code) of the Company, any of the Subsidiaries of the Company or any third Persons; or (e) 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 other hand. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 6.8 and withholds information on the basis of the foregoing clauses (a) through (e), the Company shall inform the Parent as to the general nature of what is being withheld and the Company and Parent shall reasonably request so long as cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to (A) obtain the required consent or waiver of any third party required to provide such information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection. Nothing in this Section 6.8 will 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 6.8 shall be conducted in a manner that (i) 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 request that is in the possession and custody or control of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Representatives of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the 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 other testing or sampling of any environmental media. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent, Merger Sub or any of their respective Representatives in connection with any investigation conducted pursuant to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementaccess contemplated by this Section 6.8.

Access. During (a) The Parties agree that the Pre-Closing Period, MMT Parties and their authorized agents and representatives will have the Company shall, reasonable right and shall cause its Subsidiaries the NFP to grant such right, to (i) inspect and audit the Company Parties books and records (including records of account data, financial data, operating data, Tax records, records of corporate proceedings, Contracts, trademarks, Patent application files, governmental consents, personnel records, environmental records and site assessments and other business activities and matters relating to the transactions contemplated hereunder), (ii) reasonable access the Company Parties’ facilities, including the right of physical access for purposes of walk-through inspections of the Company Parties’ real property (including all Leased Real Property) and assets located thereon, Phase 1 (or equivalent) environmental assessments (but not including any sampling, drilling or testing of any kind without the Company Parties’ written approval and subject to the terms of the applicable Real Property Lease), surveying and such other activities as the MMT Parties may elect in their respective reasonable discretion subject to the Company Parties’ prior approval and the terms of the applicable Real Property Lease, and (iii) consult with the Company Parties’ officers, directors, employees managers, attorneys, auditors and other Representatives to, upon Parent’s accountants concerning customary due diligence matters. Such access will be at reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access times during normal business hours, upon advanced written notice and in a manner not to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of normal business operations or disrupt the business personnel of the Company and its SubsidiariesParties. All information provided pursuant to this Section 5.4(a) will be subject to the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section 5.4(a), and shall furnish Parent and Merger Sub Seller may withhold any document (or portions thereof) or information to the extent that (1) the provision of access to such document (or portion thereof) or information violates (or would likely violate), any Contract to which Seller is a party or is subject, (2) such document (or portion thereof) or information constitutes (or would likely constitute) privileged attorney client communications or attorney work product or (3) if the provision of access to such document (or portion thereof) or information would reasonably be expected to conflict with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody applicable Laws or control of the Company and its Subsidiaries or any of their respective RepresentativesOrders; provided, howeverthat in each case, that nothing in this Section 5.5(a) will require Seller will, to the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgmentextent legally permissible, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party make appropriate commercially reasonable substitute arrangements if the Company shall have used commercially reasonable efforts restrictions in clauses (1) through (3) apply, to obtain the required consent or waiver extent reasonably practicable in light 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementrestrictions.

Access. During the Pre-Closing Period: (a) Except to the extent prohibited by applicable Law, the Company shallshall provide, and shall cause its Subsidiaries Service Providers, attorneys, accountants and other agents to provide, to Parent and its accounting, legal and other representatives as well as their respective officers, directorsemployees, employees affiliates and other Representatives toagents, upon Parent’s access at all reasonable advance notice to the Company, provide the officers, employees, agents times and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable notice, to the officersCompany’s facilities and personnel and to business, employeesfinancial, Representativeslegal, propertiestax, facilities, books, records, contracts compensation and other assets of the Company and 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 concerning the Company’s affairs and operations as Parent and Merger Sub deems reasonably necessary or advisable. Notwithstanding the foregoing, the Company shall not be required to provide access to any information to the extent that it reasonably request believes that is it may not provide to Parent by reason of contractual confidentiality undertakings with a third party in the possession and custody or control effect as of the Company and its Subsidiaries or any date of their respective Representativesthis Agreement; provided, however, that nothing in this Section 5.5(athe Company shall advise Parent that the Company is withholding such information and shall use its reasonable best efforts to promptly communicate to Parent or its applicable representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. (b) will Upon Parent’s request, Parent and its officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents shall be provided with reasonable access to the Company’s, agents, consultants and any third party who may interact with a Governmental Authority on the Company’s behalf, provided that such access shall require the consent of the Sole Member and the Sole Member’s designated representative’s shall be entitled to participate in any discussions. (c) The Company or any shall report to Parent, as and when reasonably requested, concerning the status of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgmentthe operations, (y) violate any binding confidentiality obligation finances and affairs of the Company and deliver to Parent periodic financial reports in the form that it customarily prepares for its Subsidiaries internal purposes and, if available, unaudited statements of the financial position of the Company as of the last day of such calendar month and statements of income and changes in financial position of the Company for the calendar month then ended. (d) Information provided to Parent or its officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents under this Section 5.3 shall be held in trust and confidence and Parent shall cause the recipients of the information not to at any time, directly or indirectly, furnish or divulge any of the information to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During (a) From the Pre-Closing Perioddate of this Agreement until the Effective Time, the Company shall: (i) upon reasonable prior notice, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of give Parent and Merger Sub Sub, their officers and a reasonable number of their employees and their authorized Representatives, reasonable access during normal business hourshours and as coordinated through the Company’s Chief Financial Officer to the Company’s properties, contracts, commitments, books and records; (ii) furnish Parent and Merger Sub on a timely basis with such financial and operating data and other information with respect to the business, properties and Company Agreements of the Company as Parent and Merger Sub may from time to time reasonably request and use its commercially reasonable efforts to make available at all reasonable times during normal business hours to the officers, employees, Representativesaccountants, propertiescounsel, facilities, books, records, contracts financing sources and other assets representatives of the Company and 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 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 Merger Sub may reasonably request. 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 other data reports are made available to the Company’s personnel; (iii) no later than twenty (20) Business Days following the end of each calendar month, provide Parent the unaudited consolidated balance sheet of the Company as of the end of the most recently completed calendar month and the related unaudited consolidated statements of income and retained earnings and cash flows for the period from beginning of the Company’s then current fiscal year until then end of such month; and (iv) within two (2) Business Days of any request therefor, provide to Parent the information as described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). (b) 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 parties hereunder or any conditions to the obligations of the parties hereunder or any condition or requirement set forth in Article VII. (c) Parent and Merger Sub hereby agree that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall reasonably request that be deemed to be “Evaluation Information,” as such term is used in, and shall be treated in accordance with, the possession and custody or control confidentiality agreement, dated as of January 11, 2008, between the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require Parent (the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the “Confidentiality Agreement”).

Access. During the Pre-Closing Period(a) Subject to applicable Law and Governmental Orders, the Company Sellers shall, and shall cause its Subsidiaries each of the Acquired Companies to, during the period from and after the date hereof until the Closing, upon reasonable advance notice, (i) afford Purchasers and their respective officers, authorized directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents accountants, counsel, investment bankers and other Representatives of Parent and Merger Sub consultants (collectively, “Representatives”) reasonable access access, during normal business hours, in the presence of at least one (1) Representative of Sellers, to the officers, employees, Representatives, properties, facilitiesbooks and records (with respect to Tax records, books, recordsonly to the extent solely and directly related to the Acquired Companies), contracts and other assets documents of the Company Acquired Companies, (ii) furnish to Purchasers such financial and its Subsidiaries operating data and other information relating to the Acquired Companies as Parent shall Purchasers may reasonably request so long (including such accounting and auditing information as such access does not unreasonably interfere may be necessary to prepare financial statements), and (iii) instruct the appropriate Acquired Company employees to cooperate reasonably with Purchasers and their respective Representatives in connection 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesforegoing; provided, however, that nothing that, in this Section 5.5(aeach case, such access, furnishing of information and cooperation shall not (v) will unreasonably disrupt any Acquired Company’s operations, (w) require any Acquired Company to permit any inspection or to disclose any information that, in the reasonable judgment of such Acquired Company, would result in the disclosure of any trade secrets or violate any of its obligations or policies with respect to confidentiality, (x) require any Acquired Company to disclose any privileged information of any Acquired Company, (y) include any sampling of environmental media or building materials or (z) require Sellers or any of its Subsidiaries their Affiliates (including the Acquired Companies) to disclose any proprietary information of or regarding Sellers or their Affiliates (excluding the Acquired Companies). All requests for information made pursuant to this Section 5.4(a) shall be directed to such Persons designated by Sellers in writing from time to time. All such information shall be governed by the terms of the Confidentiality Agreement. Purchasers shall not, and shall cause their respective Representatives not to, use any information obtained pursuant to this Section 5.4(a) (as well as any other information provided to Purchasers or any of their respective Representatives by or on behalf of Parent, any Seller or any Acquired Company prior to the date hereof) for any purpose unrelated to the transactions contemplated by this Agreement. To the extent that a Seller or any of its Affiliates incur any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Section 5.4(a), Purchasers shall reimburse such Seller and such Affiliate for the reasonable out-of-pocket costs thereof (including reasonable attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) promptly upon submission to Purchasers of an invoice therefor accompanied by reasonable supporting documentation. (b) Purchasers shall indemnify and hold harmless Sellers, their respective Affiliates and their respective Representatives for any and all Losses, costs or expenses incurred by Sellers, their Affiliates or their respective Representatives arising out of the access rights under this Section 5.4, including any claims by any of Purchasers’ respective Representatives for any injuries or property damage while present on the Real Property. (c) Notwithstanding anything to the contrary in this Section 5.4, neither Sellers nor the Acquired Companies shall be obligated to disclose to Purchasers any information which would that could reasonably be expected to (i) (x) violate any Law or Judgmentapplicable Law, (yii) violate any binding confidentiality obligation result in the loss of attorney-client privilege with respect to such information; provided, however, that, in such instances, such Acquired Company shall inform Purchasers of the general nature of the information being withheld and, upon Purchasers’ request and at Purchasers’ sole cost and expense, reasonably cooperate with Purchasers to provide such information, in whole or in part, in a manner that would not result in the loss of attorney-client privilege with respect to such information, (iii) result in a breach of an agreement to which any Seller or any Acquired Company and its Subsidiaries to or any of their respective Affiliates is a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (ziv) result in a waiver the disclosure of attorney-client privilegeany trade secret or confidential information of third parties. (d) From and after the Closing, work product doctrine or similar privilegePurchasers and Sellers shall, so long asand shall cause their respective Representatives, in upon reasonable notice, to (i) furnish to each other, and their respective Representatives, such financial and operating data and other information relating to the case of clauses Acquired Companies (y) including books and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any records of the foregoing impediments Acquired Companies) as is reasonably necessary for planning any systems conversions, process changes, litigation, employee benefits, environmental, financial reporting and accounting matters, or the preparation and filing of any required regulatory or other filings, responses or reports and information relating to any Action or as required by any Law or Governmental Order, and (ii) require the Company or any of the Company’s Subsidiaries make available to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parenteach other, Merger Sub and their respective officersRepresentatives, their respective directors, officers and employees as may reasonably be requested to cooperate in connection with the foregoing; provided, however, that, in each case, such access, furnishing of information and agents will hold cooperation shall not unreasonably disrupt or otherwise interfere with any Acquired Company’s or Purchasers’ operations. After the Closing, Purchasers shall cause the Acquired Companies to, and Sellers shall, preserve such information in confidence in accordance with and the Confidentiality Agreementbooks and records for at least eight (8) years after the Closing Date. This Section 5.4(d) does not relate to Tax matters, which are instead the subject of Section 5.14.

Access. During (a) Subject to Section 11.8(b), Seller and its authorized agents, officers and representatives, upon prior written request, shall have access to the Pre-Closing Period, the Company shallappropriate records of Buyer to conduct such examination and investigation as Seller deems necessary to assure compliance with this Article 2, and to permit Seller to comply with its tax reporting compliance requirements, provided that such examination and investigation shall cause its Subsidiaries be at Seller’s sole cost and their respective officers, directors, employees expense and other Representatives to, upon Parentshall be during the Station’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct Station’s operations and activities and shall not, after the consummation of the business of Closing, constitute Seller’s exercising control over the Company Station under the Communications Act. (b) Subject to Section 11.8(a), Buyer and its Subsidiariesauthorized agents, officers and representatives, upon prior written request, shall have access to the appropriate records of Seller to conduct such examination and investigation as Buyer deems necessary to assure compliance with this Article 2, and to permit Buyer to comply with its tax reporting compliance requirements, provided that such examination and investigation shall furnish Parent be at Buyer’s sole cost and Merger Sub expense and shall be during Seller’s normal business hours, shall not unreasonably interfere with such other data Seller’s operations and information as Parent and Merger Sub shall reasonably request that is in activities. Without limiting the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) foregoing Seller will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company give Buyer and its Subsidiaries authorized agents, officers and representatives such access to a third party if such books and records pertaining to Seller and the Company shall have used commercially Station as may reasonably be required in order to perform any audit or other review and any disclosure that they may deem appropriate in connection with the Buyer’s business, and Seller (to the extent such consent is necessary) hereby consents to the use of information contained in such books and records for any such purpose, and (ii) use reasonable efforts to obtain assist Buyer and its authorized agents, officers and representative in the required consent or waiver conduct of such third party, audit 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementother review.

Access. During At all times during the Pre-Closing Periodperiod 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 IX and the Effective Time, the Company shallshall afford Parent and its financial advisors, and shall cause its Subsidiaries and their respective officersbusiness consultants, directorslegal counsel, employees accountants and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilitiesbooks and records and personnel of the Company; provided, bookshowever, recordsthat 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, contracts and (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 assets applicable privilege applicable to such documents or information; and provided, further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.6 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 Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its Subsidiaries 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 including by providing such information in redacted form as Parent necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall reasonably request so long as such access be conducted in a manner that 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 request that is in the possession and custody or control of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries Subsidiaries. The terms and conditions of the Confidentiality Agreements shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Except for disclosures expressly permitted by the terms of the Confidentiality Agreements, each of the Company and Parent shall hold, and shall cause their respective Representatives to disclose any hold, all information which would (i) (x) violate any Law received from the other party or Judgmentits Representatives, (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 directly or waiver of such third partyindirectly, 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementAgreements. Nothing in this Section 7.6 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.

Access. During the Pre-Closing Period: (a) Except to the extent prohibited by applicable Law, the Company shallshall provide, and shall cause the other Acquired Companies, and its Subsidiaries and their Service Providers, attorneys, accountants and other agents to provide, to Parent and its accounting, legal and other representatives, as well as their respective officers, directorsemployees, employees Affiliates and other Representatives toagents, upon Parent’s access (including for purposes of conducting Phase I environmental site assessments and limited reviews of compliance with Environmental and Safety Requirements) at all reasonable advance notice to the Company, provide the officers, employees, agents times and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable notice, to the officersAcquired Companies’ facilities and personnel and to business, employeesfinancial, Representativeslegal, propertiestax, facilities, books, records, contracts compensation and other assets of the Company and 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 concerning the Acquired Companies’ affairs and operations as Parent and Merger Sub deems reasonably necessary or advisable. Notwithstanding the foregoing, the Company shall not be required to provide access to any information to the extent that it reasonably request believes that is it may not provide to Parent by reason of contractual confidentiality undertakings with a third party in the possession and custody or control effect as of the Company and its Subsidiaries Agreement Date or any of their respective Representativesattorney client privilege; provided, however, that nothing in this Section 5.5(athe Company shall advise Parent that the Company is withholding such information and shall use its reasonable best efforts to promptly communicate to Parent or its applicable representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations or attorney client privilege. (b) will Upon Parent’s request, Parent and its Representatives shall be provided with reasonable access to the Acquired Companies’ suppliers, distributors, agents, consultants and any third party who may interact with a Governmental Authority on any Acquired Company’s behalf, provided that such access shall require the consent (not be unreasonably withheld, conditioned or delayed) of the Shareholders’ Representative and the Shareholders’ Representative shall be entitled to participate in any discussions. (c) The Company or any shall report to Parent, as and when reasonably requested, concerning the status of the operations, finances and affairs of the Acquired Companies and deliver to Parent periodic financial reports in the form that it customarily prepares for its Subsidiaries or any internal purposes and, if available, unaudited statements of their respective Representatives to disclose any information which would the financial position of the Acquired Companies as of the last day of such calendar month and statements of income and changes in financial position of the Acquired Companies for the calendar month then ended. Such interim financials shall (i) be prepared in the same format as the Financial Statements, and (xii) violate any Law or Judgmentin all material respects (A) be consistent with, and prepared from, the books and records of the Acquired Companies, (yB) violate any binding confidentiality obligation present fairly the assets, liabilities and financial condition 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 waiver Acquired Companies as of such third partydates and the results of operations of the Acquired Companies for such periods, or and (zC) result have been prepared in a waiver of attorney-client privilegeaccordance with GAAP, work product doctrine or similar privilegeapplied using the same accounting practices, so long aspolicies, principles and methodologies used in the case preparation of clauses the Financial Statements, except for (y1) normal year-end adjustments (none of which would be material) and (z2) omission of notes and schedules required by GAAP. (d) Information provided to Parent or its Representatives under this Section 5.2 shall, to the extent applicable, be subject to the terms of that certain Mutual Confidentiality Disclosure Agreement, dated February 24, 2020, between Parent and the Company (the “Confidentiality Agreement”), which shall continue in full force and effect until the Company Closing, at which time the Confidentiality Agreement shall have used commercially reasonable efforts be deemed terminated in all respects. If for any reason this Agreement is terminated prior to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require Closing Date, the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub Confidentiality Agreement shall nonetheless continue in full force and their respective officers, employees and agents will hold any such information in confidence effect in accordance with the Confidentiality Agreementits terms.

Access. During the Pre-Closing Period: (a) Except to the extent prohibited by applicable Law, the Company shallVantage shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause each Group Company and each Management Company and their respective Service Providers, attorneys, accountants and other agents (in the case of accounting, legal and other Representatives, at the Investors’ sole cost) to, provide, to the Investors and their accounting, legal and other representatives, as well as their respective officers, employees, affiliates and other agents, reasonable access at all reasonable times and during normal business hours, upon reasonable notice (in each case, arranged through Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx or Xxxx Xxxxxx), to Vantage’s, each Group Company’s and each of their Subsidiaries’ facilities and personnel at the Investors’ reasonable request; provided, that (i) none of Vantage or any of the Group Companies or Management Companies will be required to take any action which would constitute a waiver of the attorney-client privilege, (ii) Vantage need not supply the Investors with any information which, in the reasonable judgment of Vantage, upon advice of counsel, Vantage, any Group Company or any Management Company is under a contractual or legal obligation not to supply, and (iii) in no event shall the Investors be permitted to conduct any sampling of soil, sediment, groundwater, surface water or building material. Upon the Investors’ request, subject to Vantage’s consent (which may be withheld in its Subsidiaries sole discretion), each Investor and its officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents shall be provided with reasonable access to Vantage’s and each Group Companies’ customers, lessees, suppliers and distributors, provided, that Vantage shall be entitled to participate in any discussions. Vantage shall report to the Investors, as and when reasonably requested, concerning the status of the operations, finances and affairs of the Group Companies and deliver to the Investors any internally prepared and readily available financial statements since the date of the Combined Audited Statements. (b) Information provided to the Investors or their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officersmanagers, employees, agents attorneys, accountants, consultants, financial advisors and other Representatives of Parent and Merger Sub reasonable access during normal business hoursagents under this Section 6.2 will, to the officersextent applicable, employees, Representatives, properties, facilities, books, records, contracts and other assets be subject to the terms of the Company confidentiality agreement dated October 31, 2019, between an Affiliate of Investor 1(a) and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with Vantage (the conduct of “Confidentiality Agreement”), which will continue in full force and effect until the business of Closing, at which time 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 request that is Confidentiality Agreement will be terminated in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesall respects; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from than any of the foregoing impediments rights and obligations in the Confidentiality Agreement with respect to confidential documents or (ii) require information relating to the Company or any of the Company’s Subsidiaries DevCo Assets, will continue to disclose any information concerning a Takeover Proposal or Takeover Inquiry except apply for so long as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence is retained by the recipient thereof and in accordance with the terms of the Confidentiality Agreement. If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement will nonetheless continue in full force and effect in accordance with its terms.

Access. During (a) For purposes related to consummating the Pre-Closing PeriodMerger and the transactions contemplated by this Agreement (including for integration planning), the Company shall, shall afford Parent and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, reasonable access during normal business hours upon Parent’s reasonable advance notice to the Company, provide throughout the officers, employees, agents period from the date hereof until the earlier of the termination of this Agreement and other Representatives of Parent and Merger Sub reasonable access during normal business hoursthe Effective Time, to the officers, employees, Representativesits and its Subsidiaries’ personnel, properties, facilitiesassets, booksContracts, commitments, books and records (including Tax records) and such other information concerning its business, contracts properties, finances, operations, assets, litigation matters, environmental compliance matters, cash-flow reports and personnel as Parent may reasonably request. The Company shall use its commercially reasonable efforts to cause its Representatives to reasonably cooperate with Parent and Parent’s Representatives in connection with such access and examination. Without limiting the foregoing, the Company shall provide Parent and its Representatives with (a) quarterly and monthly management updates prepared for the Company Board, including capital expenditure updates and (b) quarterly business reviews, in each case, as may be prepared from time to time and reasonably promptly after delivery to the Company Board; provided, that if such information or reports are only provided to senior management, then reasonably promptly after delivery to senior management. Notwithstanding anything to the contrary contained in this Section 5.2(a), any document, correspondence or information or other assets access provided pursuant to this Section 5.2(a) may be redacted or otherwise limited to prevent disclosure of information concerning the valuation of the Company and its Subsidiaries the Merger or other confidential or competitively sensitive information. All access pursuant to this Section 5.2(a) shall be (i) conducted in such a manner as Parent shall reasonably request so long as such access does not to interfere unreasonably interfere with the conduct of the business normal operations of the Company and or any of its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in (ii) coordinated through the possession and custody or control Chief Legal Officer of the Company or a designee thereof and its Subsidiaries (iii) subject to applicable Law and applicable logistical restrictions or limitations as a result of any of their respective Representatives; provided, however, that nothing Covid-19 Measures. (b) Notwithstanding anything to the contrary contained in this Section 5.5(a5.2, neither the Company 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 good faith judgment of the Company’s legal counsel, (i) will require jeopardize the attorney-client privilege or the work-product doctrine of the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (xii) violate any (A) Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries applicable to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of its Subsidiaries or the Companyassets, or operation of the business, of the Company or any of its Subsidiaries or (B) Contract to which the Company or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided that in any such instance the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s Subsidiaries request, reasonably cooperate with Parent to disclose provide such information, in whole or in part, to the extent and in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (c) The parties hereto hereby agree that all information concerning a Takeover Proposal provided to them or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees Representatives in connection with this Agreement and agents will hold any such information in confidence the consummation of the transactions contemplated hereby shall be governed in accordance with (i) the Confidentiality Agreement, dated as of January 26, 2023, between the Company and Apollo Management X, L.P. (the “Apollo Confidentiality Agreement”) and (ii) the Confidentiality Agreement, dated as of January 26, 2023, between the Company and Irenic Capital Management LP (the “Irenic Confidentiality Agreement” and together with the Apollo Confidentiality Agreement, the “Confidentiality Agreements”), which shall continue in full force and effect until the Effective Time or such later time as may be provided therein and the confidentiality provisions of which shall apply to Parent and Merger Sub as if they were parties thereto.

Access. During From the Pre-date of this Agreement until the earlier of the Closing PeriodDate or the date this Agreement is terminated pursuant to Section 8.1, upon reasonable notice from the Buyer, and subject to the provisions of any applicable confidentiality agreement or any applicable lease or sublease, the Company shall, and Sellers shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice afford to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub the Buyer reasonable access during normal business hourshours to the Business and the Purchased Assets, to the officers, employees, Representatives, properties, facilities, books, records, contracts Books and other assets Records of the Company Sellers and its Subsidiaries EG-UK relating to the Business and the Purchased Assets and to management for reasonably dedicated portions of time, so as Parent shall to afford the Buyer reasonable opportunity to make such review, examination and investigation of the Business as the Buyer determines is reasonably request so long as such access does not unreasonably interfere necessary in connection with the conduct consummation 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativestransactions contemplated hereby; provided, however, that nothing the foregoing right of access, including the access to management, shall not be exercisable in this Section 5.5(a) will require such a manner as to interfere unreasonably with the Company normal operations and business of the Sellers and EG-UK or any of its Subsidiaries the Sellers’ fiduciary duties or any of their respective Representatives obligations to disclose any provide information to other bidders for the Purchased Assets and shall be subject to the existing confidentiality agreement to which would the Buyer is subject. The Buyer shall not be entitled to (i) access to any materials containing privileged communications, (xii) information about employees, disclosure of which might violate any Law or JudgmentApplicable Law, (yiii) violate any binding confidentiality obligation bids, letters of intent, expressions of interest or other proposals received from others in connection with the Company and its Subsidiaries to a third party if Business or the Company shall have used commercially reasonable efforts to obtain Purchased Assets or the required consent or waiver identity of such third partyPersons submitting the same, or (ziv) 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with violation of Applicable Law or that would cause a breach of any obligation by which the Confidentiality AgreementSellers are bound.

Access. During the Pre-Closing Period(a) Subject to compliance with applicable Laws, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice afford to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub to its Representatives reasonable access during normal business hours, on reasonable prior notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ officers, employees, Representatives, properties, facilitiescontracts, books, books and records, contracts other than any such matters that relate to the negotiation and execution of this Agreement or (except as required under Section 5.5) to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other assets parties relating to any competing or alternative transactions or with respect to the consideration or valuation of the Merger or any actual or potential strategic or financial alternatives thereto. The foregoing notwithstanding, the Company and its Subsidiaries as Parent shall reasonably request so long as not be required to afford such access does not unreasonably interfere if it would (i) breach any contract with the conduct any Person or violate any applicable Law or (ii) result in a loss or waiver of the business of the Company and its Subsidiaries, and shall furnish Parent and Merger Sub with such attorney-client or other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require privilege held by the Company or any of its Subsidiaries (it being agreed that the Company will give notice to Parent of the fact that it is withholding such access or any of their respective Representatives information pursuant to disclose any information which would clause (i) or (xii) above, and thereafter the Company and Parent shall reasonably cooperate to cause such access or information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction); provided, further, that any Law access or Judgment, (yinvestigation pursuant to this Section 5.4(a) violate any binding confidentiality obligation shall be conducted in a manner so as to not interfere unreasonably with the business and operations of the Company and its Subsidiaries Subsidiaries. (b) Parent hereby agrees that all nonpublic information provided to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company it or any of its Representatives in connection with this Agreement and the Company’s Subsidiaries consummation of the transactions contemplated hereby shall be deemed to disclose any information concerning a Takeover Proposal or Takeover Inquiry except be Confidential Information, as otherwise required herein. Parentsuch term is used in, Merger Sub and their respective officers, employees and agents will hold any such information in confidence shall be treated in accordance with with, the confidentiality agreement, dated as of January 21, 2016, as amended, between the Company and an Affiliate of Parent (the “Confidentiality Agreement”).

Access. During Prior to the Pre-Closing PeriodClosing, such Seller will (i) cause the ------ Company shallto give the Buyer and its representatives, employees, counsel and shall cause its Subsidiaries accountants reasonable access to the properties, books and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to records of the Company, provide and (ii) cause the officers, employees, agents Company to furnish the Buyer and its designated representatives with financial and operating data and other Representatives information with respect to the Company for the purpose of Parent permitting the Buyer, among other things, to (a) conduct its due diligence review (including, without limitation, its review of the Company's properties for conducting environmental due diligence), (b) review the financial statements of the Company, (c) verify the accuracy of the warranties and Merger Sub reasonable representations of the Sellers contained in this Agreement, (d) confirm compliance by the Sellers with the terms of this Agreement, and (e) prepare for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, the Sellers and the Company will permit the Buyer and its accountants to have access during normal business hours, hours to the officers, employees, Representatives, properties, facilities, books, records, contracts examine and other assets make copies of all work papers and schedules of the Company and its Subsidiaries as Parent accountants. In connection therewith, the Buyer shall reasonably request so long as such access does not unreasonably interfere with the conduct of be permitted to discuss the business affairs and financial statements of the Company and its Subsidiarieswith the Company's accountants, and shall furnish Parent and Merger Sub with to review the work papers of such other data and information as Parent and Merger Sub shall reasonably request that is in accountants regarding the possession and custody or control Company, to interview the employees of the Company regarding continued employment and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require to discuss with the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation appropriate employees of the Company such matters regarding the Company's business and its Subsidiaries assets as the Buyer may deem necessary or appropriate. Between the date hereof and Closing, the employees and agents of the Buyer shall be permitted to observe the operations and management of the Company's business, and the Sellers will cause the Company's employees, auditors and attorneys to reasonably assist and cooperate with the Buyer to permit a third party if smooth transition of the Company Company's business; provided that the Buyer shall have used commercially use reasonable efforts to obtain avoid disrupting the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any operations of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal 's business. The Buyer agrees that it will not contact the Company's employees, suppliers or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub customers without the prior consent of the Sellers and their respective officers, employees and agents will hold the Sellers may participate in any such information in confidence in accordance with the Confidentiality Agreementdiscussions if they so choose.

Access. During The Transferor will (i) so long as there is then no Termination Event in existence, during the Pre-Closing PeriodTransferor's regular business hours and with reasonable prior notice, the Company shallnot more than once per calendar quarter, and shall cause its Subsidiaries during the existence of a Termination Event, at any time without prior notice, permit Transferee, Agent, and their respective officersauthorized representatives, directorsaccess to (i) its Books and Records as they relate to the Transferred Receivables and (ii) furnish Transferee and, employees upon request, Agent with true, accurate and complete copies of the Underlying Contracts and other Representatives to, upon Parent’s reasonable advance notice such records and all other information in its possession with respect to the CompanyTransferred Receivables as Transferee, or Agent may request, in each case as is reasonably required to comply with the Policy. The Transferor will cause its personnel and its agents to provide the officersTransferee, employeesAgent, agents and other Representatives their respective authorized representatives, assistance in each of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets their investigation of the Company matters set forth in clauses (i) and its Subsidiaries as Parent shall reasonably request (ii) of the preceding sentence, all for purposes of monitoring compliance with this Agreement and the other Program Documents; provided that so long as there is then no Termination Event, the inspection of the Transferor’s Books and Records and access to the Transferor’s employees as contemplated by this Section 5.2(b) shall be limited to a review of those matters described in the Scope of Audit attached as Exhibit B to the Servicing Agreement. No Person will be granted 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 or furnished with such other data materials unless such Person is bound (directly or indirectly) by the terms of Section 8.4 or by an effective confidentiality agreement, with such conforming changes as are necessary to reflect the agreement of such Transferor and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativessuch Person; provided, however, that nothing in this Section 5.5(a) such Person and such Transferor may, but neither will require be obligated to, agree on different terms respecting such confidential treatment. In no event shall the Company or any of its Subsidiaries or any of their respective Representatives Transferor be required to disclose any information which contemplated by this Section 5.2(b) to the Transferee, the Agent or any other Person if the disclosure of such information would (i) (x) violate any Law law or Judgment, (y) regulation applicable to the Transferor or the Transferred Receivables and the Related Rights and Property or would violate any binding confidentiality obligation of confidentiality owed by the Company and its Subsidiaries Transferor to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable any other Person that does is not suffer from any an Affiliate of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementTransferor.

Access. During the Pre-Closing PeriodThe Company will, and the Company shall, and shall will cause its the Subsidiaries and their respective officers, directors, employees and other Representatives to, afford to the Buyer and its representatives reasonable access, during normal business hours upon Parent’s reasonable advance notice throughout the period prior to the Closing, to the Company, provide ’s and the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, Subsidiaries’ respective facilities, books, recordsfinancial information (including working papers and data in the possession of the Company’s independent public accountants), contracts Contracts and other assets records of the Company and its the Subsidiaries as Parent shall reasonably request so long as and, during such access does not unreasonably interfere with period, will furnish such information concerning the conduct of the business businesses, properties and personnel of the Company and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information the Subsidiaries as Parent and Merger Sub shall the Buyer may reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) such investigation will not unreasonably disrupt the Company’s and the Subsidiaries’ operations; (xii) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries will not be required to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of disclose any information that would jeopardize attorney-client privilege, work product doctrine contravene any applicable Law 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 promptly as reasonably practicable that does not suffer from violate any of the foregoing impediments or (ii) require agreement binding on the Company or any Subsidiary as of the Agreement Date; and (iii) such access to the Company’s Subsidiaries or any Subsidiary’s facilities shall not extend to the taking of samples of the building materials, groundwater, surface water, indoor or outdoor air, soil or soil vapor at the facilities without the Company’s prior written consent, except for sampling on the Owned Real Property as provided for by Section 6.17. All nonpublic information provided to, or obtained by, the Buyer in connection with the transactions contemplated hereby will be “Information” for purposes of the Confidentiality Agreement dated March 15, 2021, among the Buyer and the Company (the “Confidentiality Agreement”), the terms of which will continue in force until the Closing; provided, however, that the Buyer and the Company may disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information as may be necessary in confidence in accordance connection with the Confidentiality Agreementseeking necessary consents and approvals as contemplated hereby.

Access. During After the Pre-Closing Periodand until the seven year anniversary of the Closing Date, the Company shallLuxCo will, and shall will cause its Subsidiaries to, give the Territory, its Subsidiaries and their respective officersRepresentatives reasonable access, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours and upon reasonable notice, to the officers, employees, Representatives, properties, facilities, all books, recordsdocuments, contracts information, data, files and other assets records relating to (i) the operation of the Company Consulting Business before the Closing, (ii) the Acquired Assets or (iii) the Assumed Liabilities, and to furnish copies thereof, which the Territory, its Subsidiaries or their Representatives reasonably request, including, without limitation, in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving (x) the operation of the Consulting Business, (y) the Acquired Assets or (z) the Assumed Liabilities, and LuxCo shall furnish reasonable assistance (at the Territory's expense) (including, without limitation, access to personnel) to the Territory and its Subsidiaries as Parent and their Representatives in connection with such claims and other proceedings; provided that LuxCo shall reasonably request so long as not be required to disclose such access does not unreasonably interfere with information if such disclosure would 66 violate applicable law or contract; and, provided further, that LuxCo shall use reasonable best efforts to obtain the conduct required consents necessary to permit the timely disclosure of the business of the Company and its Subsidiariessuch information. LuxCo shall not, and shall furnish Parent and Merger Sub with not permit any of its Subsidiaries to, destroy any such other data and information as Parent and Merger Sub shall reasonably request that is in records prior to the possession and custody or control seventh anniversary of the Company Closing Date without providing the Territory with notice detailing the contents of such records, and its Subsidiaries or any of their respective Representatives; providedproviding the Territory with the opportunity to obtain such records, howeverat least 120 days prior to the destruction thereof. LuxCo shall permit, that nothing in this Section 5.5(a) will require promptly upon reasonable request, the Company Territory or any of its Subsidiaries or any to use original copies of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementrecords for purposes of litigation, provided such records are promptly returned to LuxCo following such use.

Access. During (a) Each Seller shall afford to Buyer and its authorized representatives from the Pre-Execution Date until the Closing PeriodDate, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, reasonable access to the officersAssets (subject to the terms, employeesconditions and restrictions of agreements related to Assets to which such Seller is a party and the consent of the operator, Representativesas applicable) and to such Seller’s title, propertiesSurface Leases, facilitiesContracts, environmental and legal materials, books, records, contracts statements and operating data and other assets of information relating to the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere Assets, together with the conduct opportunity to make copies of the business of the Company such materials, books, records and its Subsidiariesother documents and information at Buyer’s expense, and shall will furnish Parent and Merger Sub with to Buyer such other data and information in Sellers’ possession with respect to the Assets as Parent and Merger Sub shall Buyer may reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing all such information shall be held in this Section 5.5(a) will require confidence by Buyer in accordance with the Company or any terms of its Subsidiaries or any of their respective Representatives the Confidentiality Agreement; provided, further, that in no event shall Sellers be obligated to disclose any information which would provide (i) (x) violate any Law access or Judgmentinformation in violation of Applicable Law, (yii) violate any binding information the disclosure of which would cause the loss of any legal privilege available to any Seller relating to such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the applicable Seller has used its reasonable efforts to protect the privilege or to obtain a waiver of the Company applicable contractual obligation, or (iii) copies of bids, letters of intent, expressions of interest or other proposals received from other Persons in connection with the transactions contemplated by this Agreement or information and its Subsidiaries analyses relating to a third party if such communications, except to the Company extent required in the Bid Procedures Order. (b) From the Execution Date until the date of the Auction, but subject to the other provisions of this Section 5.03 and obtaining any required consents of Third Parties, Buyer shall have used the opportunity to conduct at its expense a non-invasive environmental assessment (which shall not include invasive testing of the soil, groundwater, surface water, air or other environmental media or of building materials, equipment or facilities) of the Properties (subject to any conditions or restrictions contained in any lease covering such Properties and the consent of any Third Parties, as applicable) (“Phase I Assessment”). Buyer shall not conduct prior to the Closing any invasive testing of the soil, groundwater, surface water, air and other environmental media and of building materials, equipment or facilities of the Properties absent Sellers’ express written consent, which consent may be withheld by Sellers in their sole discretion. Sellers shall use commercially reasonable efforts to obtain the any Third Party consents that may be required consent or waiver 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 promptly as reasonably practicable that does not suffer from connection with any Phase I Assessment of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementAssets.

Access. (a) Upon reasonable notice, Parent shall cause Company and its Subsidiaries to permit access to and entry upon the Properties by Seller (including all employees, agents and independent contractors of Seller) and to access any environmental records or documents as necessary: (i) to conduct Baseline Corrective Action; and (ii) to the extent relevant to Baseline Corrective Action, to observe and monitor any audit or inspection conducted by any Agency (in which case Parent shall use commercially reasonable efforts to provide at least 24 hours advance notice to Seller except in the case of unannounced Agency audits or inspections). Parent shall also fully cooperate with Seller’s fulfillment of its duties and obligations hereunder by providing Seller with such records and documents that are in Parent’s possession as Seller may reasonably need to conduct Corrective Action at any of the Divested Properties. (b) Seller shall provide Parent with at least ten (10) Business Days notice prior to commencement of any drilling, construction, or equipment installation, and any other activity that may disrupt business operations at any of the Properties. If Parent desires to reschedule the commencement thereof, it shall so notify Seller at least five (5) Business Days prior to the time for which access has been requested, and Seller shall reschedule the activity to a reasonable mutually convenient time in order to minimize the disruption to Parent’s operations. (c) Seller shall obtain and maintain, and cause its employees, agents and independent contractors to obtain and maintain, all necessary permits, utility markings, notifications, licenses or certifications for itself and its contractors and other agents required in the course of its access to the Properties to conduct Baseline Corrective Action. (d) During their access to the Pre-Closing PeriodProperties to conduct Baseline Corrective Action, the Company Seller shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and independent contractors to (i) act in a safe and commercially reasonable manner, (ii) take steps reasonably necessary to prevent injury to persons or damage to property, and (iii) comply with the reasonable requirements of Parent, Company and Company’s Subsidiaries in connection with such access, including as to security, confidentiality, insurance, health and safety compliance and damage repair and restoration. (e) Within a reasonable period of time after completion of Baseline Corrective Action, Seller shall restore the Properties as necessary to address any conditions substantially caused by Seller’s conduct of Baseline Corrective Action. (f) In the event that Parent or its employees or agents, or any lessees or occupants of any Property, cause damage after Closing to any monitoring well and/or associated piping, testing or remediation equipment or to any other Representatives property or equipment being used after Closing by Seller in connection with Baseline Corrective Action (“Remediation Equipment”), Parent shall reimburse Seller for any out-of-pocket costs, expenses or losses in excess of (US) one thousand dollars (US $1,000), but no claim for special, exemplary, consequential or indirect damages or for lost profit shall be asserted by Seller in connection therewith against Parent. Notwithstanding the foregoing, Seller shall have the right to pursue such damage claims against any independent contractor of Parent who after Closing causes damage to any Remediation Equipment. All Remediation Equipment owned by Seller shall remain the property of Seller and Merger Sub reasonable access during normal business hoursmay be removed upon completion of Baseline Corrective Action at any Property. (g) Except as provided herein, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with the rights of Seller or its employees, agents or independent contractors to access or enter the Properties to 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementBaseline Corrective Action.

Access. During the Pre-Closing Periodperiod commencing on the date 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, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of ) afford Parent and Merger Sub its Representatives reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, facilities, books, records, contracts books and other assets records and personnel of the Company and its Subsidiaries; 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 or its Subsidiaries as Parent shall reasonably request so long as to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iv) such documents or information relate to the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 5.2, an Acquisition Proposal or Superior Proposal. In the event that the Company does not provide access or information in reliance on clauses (i), (ii), or (iii) 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, Contract or obligation or waive such a privilege, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not would jeopardize the health and safety of any employee of the Company or its Subsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 6.5 (1) shall be conducted in a manner that 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 request that is in the possession and custody or control of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries, and (2) shall be subject to the Company’s reasonable security measures and insurance requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.5. Nothing in this Section 6.5 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments to prepare any reports, analyses, appraisals, opinions or (ii) require the Company or any of other information, subject to the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementobligations under Section 6.11.

Access. During the Pre-Closing PeriodUpon reasonable notice, the Company shall, shall afford Parent’s officers and shall cause its Subsidiaries and their respective officers, directors, other authorized employees and other Representatives torepresentatives (including accountants and counsel) reasonable access, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable notice, throughout the period prior to the officersearlier of the Effective Time or the termination of this Agreement in accordance with its terms, employeesto the Company’s properties, Representativesbooks, records and personnel and, during such period, the Company shall furnish promptly to Parent all readily available information concerning its business (including the status of product development efforts, properties, facilities, books, records, contracts results of operations and other assets of the Company and its Subsidiaries personnel) as Parent shall may 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in this Section 5.5(a) will require the Company shall not be required to permit any inspection or other access, or to disclose any information, where such inspection, access or disclosure would jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine or violate any Legal Requirement or contractual obligation applicable to the Company or any of its Subsidiaries or by which its or any of their respective Representatives properties is bound or affected in any manner that would reasonably be expected to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of cause the Company and its Subsidiaries to a third party if lose any material benefit or incur any material liability. Subject to the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, restrictions set forth in the case of clauses (y) and (z)proviso to the preceding sentence, the Company shall have used parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply. No information or knowledge obtained by Parent in any investigation pursuant to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from this Section 4.6 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the foregoing impediments or (ii) require parties to consummate the Company or any Merger. All information obtained by Parent and its representatives pursuant to this Section 4.6 shall be treated as “Confidential Information” for purposes of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.

Access. During the Pre-Closing Period(a) Upon reasonable advance notice, each of Parent and the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives Affiliated Companies to, upon Parent’s reasonable advance notice afford to the Company, provide other party and to the officers, employees, agents accountants, counsel, financial advisors and other Representatives representatives ("Representatives") of Parent and Merger Sub such other party reasonable access during normal business hours, during the period prior to the officersEffective Time, employees, Representatives, to all of its properties, facilities, books, recordscontracts, contracts commitments and other assets records and, during such period, each of Parent and the Company and 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 Subsidiariesshall, and shall cause its Subsidiaries to, furnish Parent promptly to the other party consistent with its legal obligations all other information concerning its business, properties and Merger Sub with personnel as such other data and information as Parent and Merger Sub shall party may reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representativesrequest; provided, however, that nothing in this Section 5.5(a) will require each of Parent and the Company may restrict the foregoing access to the extent that (i) a Governmental Entity requires either party or any of its Subsidiaries to restrict access to any properties or information reasonably related to any such contract on the basis of their respective Representatives applicable Law with respect to disclose any information which would (i) (x) violate any Law or Judgment, (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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments national security matters or (ii) require in the Company reasonable judgment of such party any Law or treaty of any of the Company’s Governmental Entity applicable to such party requires it or its Subsidiaries to disclose restrict access to any information concerning a Takeover Proposal properties or Takeover Inquiry except as otherwise required hereininformation. Parent, Merger Sub and their respective officers, employees and agents The parties will hold any such information in confidence to the extent required by, and in accordance with with, the provisions of the Non-Disclosure Agreement dated as of June 20, 2000 between Parent and the Company (the "Confidentiality Agreement"). Any investigation by Parent, any of the GCS Entities or the Company Holders shall not affect the representations and warranties of Parent or the Company and the Company Holders, as the case may be. (b) Upon reasonable advance notice, the Company shall, and shall cause its Subsidiary and the Affiliated Companies to, afford to Parent and its Representatives, from the date hereof until the Effective Time, reasonable access during normal business hours to all employees, agents and independent contractors of such entities. (c) Prior to the Closing Date, Parent shall have the right to conduct a Phase I environmental assessment of the operations, facilities and properties of the GCS Entities (including the Stockholder Properties), whether owned or leased, which assessment shall be conducted by an environmental consultant of Parent's choice.

Access. During the Pre-Closing Period(a) Subject to, and except as contemplated by, Section 6.6, the Company shall, will permit Parent and shall cause its Subsidiaries representatives (including legal counsel and their respective officers, directors, employees and other Representatives toaccountants) to have, upon Parent’s reasonable advance notice to the Companyprior written notice, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hourshours and under reasonable circumstances, in compliance with applicable Law and in a manner so as not to (i) interfere with the normal business operations of the Acquired Companies, to the officerspremises, employees, Representatives, properties, facilitiesmanagement, books, records, contracts and other assets documents of or pertaining to the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere with Acquired Companies or (ii) impose any material costs on 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective RepresentativesAcquired Companies; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (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 not be required to obtain the required consent afford such access or waiver of furnish such third party, copies or (z) other information if such disclosure would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, so long as, in trade secret protection held by the case of clauses (y) and (z), Acquired Companies or violate confidentiality obligations owing to third parties; provided further that if any information is withheld by the Acquired Companies pursuant to the foregoing the Company shall have used commercially reasonable efforts inform Parent as to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any the general nature of the foregoing impediments or (ii) require what is being withheld. None of the Company or any of the Company Securityholders (including the Representative) makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.4, and none of Parent, Intermediate Holdco or Merger Sub may rely on the accuracy of any such information, in each case, other than as expressly set forth in the Company’s Subsidiaries representations and warranties contained in Article IV (Representations and Warranties of the Company). All requests for information made pursuant to disclose any information concerning a Takeover Proposal this Section 6.4 shall be directed to the General Counsel or Takeover Inquiry except as otherwise required hereinChief Financial Officer of the Company. ParentParent shall comply with, Merger Sub and shall cause its representatives to comply with, all of its and their respective officers, employees and agents will hold any such information in confidence in accordance with obligations under the Confidentiality AgreementAgreement with respect to the information disclosed pursuant to this Section 6.4, which agreement will remain in full force and effect. (b) Neither Parent nor any of its representatives shall contact any employee, customer, supplier or landlord of any of the Acquired Companies without the prior written consent of the Company (not to be unreasonably withheld or delayed).

Access. During (a) Subject to applicable Law, from the Pre-date hereof through the Closing PeriodDate, the Company shalland the Subsidiaries will give to the Buyer and its respective financial advisors, legal counsel, independent accountants and shall cause its Subsidiaries other representatives reasonable access, upon reasonable notice and their respective officersduring normal business hours to all properties, directorsdocuments, contracts, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets records of the Company and its the Subsidiaries as Parent shall reasonably request and will furnish the Buyer with copies of such documents (certified if so long as requested) and with such access does not unreasonably interfere information with the conduct of the business of respect to the Company and its Subsidiariesthe Subsidiaries as the Buyer from time to time reasonably may request. (b) Subject to applicable Law, if between the date hereof and the Closing Date any Governmental Authority shall furnish Parent commence any examination, review, investigation, action, suit or proceeding against any party hereto with respect to the transactions contemplated hereby, such party shall (i) give the other parties prompt notice thereof, (ii) keep the other parties informed as to the status thereof, (iii) permit the Company or the Buyer, as applicable to observe and Merger Sub be present at each meeting, conference or other proceeding and provide access to and consult with the Company or the Buyer, as applicable, in connection with any submission or document filed or provided to such Governmental Authority in connection with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody examination, review, investigation, action, suit or control of the Company and its Subsidiaries or any of their respective Representativesproceeding; provided, however, that nothing in this Section 5.5(a) will require if the Company or the Buyer, as applicable, is not available upon reasonable notice, to attend any such meeting, the other party shall be permitted to proceed with such meeting and (iv) promptly inform the Company or the Buyer, as applicable, of its Subsidiaries or any oral communications and provide copies of written communications with such Governmental Authority. (c) Notwithstanding anything to the contrary herein, neither the Buyer nor the Company nor any of their respective Representatives subsidiaries shall be required to provide access to or disclose information to any Seller or its representatives where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the information which would (i) (x) violate or contravene any Law or Judgment, (y) violate any binding confidentiality obligation agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company preceding sentence apply, including providing copies of any documents distributed to outside counsels to the applicable local antitrust counsels. (d) All information and its Subsidiaries to a third party if documents obtained by the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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)Buyer, the Company or the Sellers under this Section 6.1 shall have used commercially reasonable efforts be subject to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any the terms of the foregoing impediments or Nondisclosure Agreement, dated as of March 14, 2005 (ii) require the "Nondisclosure Agreement"), between the Buyer and the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except Section 6.10, as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreementapplicable.

Access. (a) During the Pre-period from the date of this Agreement through the Closing PeriodDate, the Company shallTarget Companies shall give Purchaser and its agents and authorized representatives (including prospective lenders) full and complete access to all offices, facilities, books and shall cause its Subsidiaries and their respective records, officers, directors, employees and other Representatives toadvisors (including audit and tax working papers prepared by its independent accountants, upon Parent’s reasonable advance notice provided that Purchaser will execute releases reasonably requested by the independent accountants if requested to do so) of the Company, provide Target Companies and the officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access Subsidiary as Purchaser may reasonably request during normal business hours; provided that neither Target Company nor the Subsidiary is under any obligation to disclose to Purchaser or any such representative any information the disclosure of which is restricted by contract or Applicable Law or would be reasonably likely to compromise the attorney-client privilege. Purchaser covenants that any investigation shall be conducted in such a manner as not to unreasonably disrupt the normal operations of the Target Companies or the Subsidiary. (b) From and after the Closing Date, (i) for any reasonable business purpose, (ii) to the officersextent necessary for the preparation of financial statements, employees, Representatives, properties, facilities, books, records, contracts and other assets regulatory filings or Tax returns of the Company and its Subsidiaries as Parent shall reasonably request so long as such access does not unreasonably interfere Sellers or their Affiliates, (iii) in connection with any legal proceeding or (iv) in connection with the conduct determination of any matter relating to the rights or obligations 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 request that is in the possession and custody or control of the Company and its Subsidiaries Sellers or any of their respective Representatives; provided, however, that nothing in Affiliates under this Section 5.5(a) will require the Company Agreement or any of its Subsidiaries the Target Company Agreements, Purchaser shall give the Sellers and their agents and authorized representatives reasonable access to all offices, facilities, books and records, officers, employees and advisors of Purchaser as it relates to the Target Companies as any Seller may reasonably request (upon reasonable prior notice) during normal business hours; provided that Purchaser is not under any obligation to disclose to the Sellers or any of their respective Representatives to disclose such representative any information the disclosure of which would (i) (x) violate any is restricted by contract or Applicable Law or Judgment, could compromise any applicable privilege (y) violate any binding confidentiality obligation of including the Company and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine ). The Sellers covenant that any investigation shall be conducted in such a manner as not to unreasonably disrupt the normal operations of Purchaser. (c) Any information provided to or similar privilege, so long as, obtained by Purchaser pursuant to paragraph (a) above shall be deemed confidential information as described in the case agreement dated September 18, 2014 between Petsky Xxxxxxx LLC, as the authorized representative of clauses the Target Companies, and Purchaser (y) and (zthe “Confidentiality Agreement”), and shall be held by Purchaser in accordance with, and be subject to the Company shall have used commercially reasonable efforts terms of, the Confidentiality Agreement. Notwithstanding anything to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any the contrary herein, the terms and provisions of the foregoing impediments or (ii) require Confidentiality Agreement shall survive the Company or any termination of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence this Agreement in accordance with the terms thereof. In the event of the termination of this Agreement for any reason, Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all confidential information and the non-soliciting of employees of the Target Companies or the Subsidiary.

Access. During the Pre-Closing Period(a) Upon reasonable notice, the Company shall, shall (and ------ shall cause each of its Subsidiaries and their respective officers, directors, employees and other Representatives subsidiaries to, upon Parent’s reasonable advance notice to the Company, provide the ) afford Purchaser's officers, employees, agents counsel, lenders, accountants and other Representatives of Parent and Merger Sub reasonable access authorized representatives ("Representatives") access, during normal business hourshours throughout the period ----------------- prior to the Effective Time, to the officers, employees, Representatives, its properties, facilities, books, recordsContracts and records and, contracts during such period, the Company shall (and other assets shall cause each of its subsidiaries to) furnish promptly to Purchaser all information concerning its business, properties and personnel as Purchaser or its Representatives may reasonably request, pro vided that no investigation pursuant to this Section 7.5 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 -------- ------- to permit any inspection, or to disclose any information, which in the reasonable judgment of the Company and 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 request that is (a) would result in the possession and custody disclosure of any trade secrets of third parties or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries with respect to a third party confidentiality if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third partyparty to such inspection or disclosure, (b) would be in violation of applicable law, rules or regulation or (zc) result in a waiver of constitutes information protected by attorney-client privilegeprivilege or attorney work product, work product doctrine or similar privilege, so long asbut only to the extent that disclosure, in the case opinion of clauses (y) counsel to the Company, would jeopardize the Company's ability to assert such attorney-client privilege or attorney work product and (z)Purchaser is informed at the time that information is being withheld on the foregoing bases. Upon any termination of this Agreement, Purchaser will collect and deliver to the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company all documents obtained by it or any of the Company’s Subsidiaries to disclose its Representatives then in their possession and any information concerning a Takeover Proposal copies thereof. (b) Upon any termination of this Agreement, Purchaser will treat all documents obtained by it or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence of its Representatives in accordance with the terms of the Confidentiality Agreement, dated as of June 3, 1997 ( the "Confidentiality Agreement") between the Company and Purchaser. All requests -------------------------- for information made pursuant to this Section shall be directed to an executive officer of the Company or such person as may be designated by any such officer.

Access. During At all times during the Pre-Closing Periodperiod 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 IX and the Effective Time, upon reasonable prior notice and subject to applicable Law, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of afford Parent and Merger Sub its authorized Representatives reasonable access during normal business hourshours and without unreasonable disruption of normal business activity during the period prior to the Effective Time to the properties, books and records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to (i) any documents or information to the extent that any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) any competitively sensitive information, (iii) any documents or information that, in the reasonable judgment of the Company (based on consultation with counsel), would result in the loss of attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, (iv) any information that would result in a breach of a Contract to which the Company or its Subsidiaries are a party or otherwise bound or would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract and (v) any information that is reasonably pertinent to any litigation in which the Company or its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand, are adverse parties; provided, however, that in the case of clauses (i) through (v), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential or competitively sensitive information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of any privilege or otherwise mitigate any of the matters set forth in any of the clauses (i) through (v)) as is necessary to provide such access, inspections, data or other information to Parent and its Representatives in compliance with applicable Law, and otherwise the Company shall use its reasonable best efforts to institute appropriate substitute disclosure arrangements, to the officersextent practicable in the circumstances, employeesand subject in each case to the provisions of the relevant Contract; and provided further, Representatives, properties, facilities, books, records, contracts and other assets 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 its Subsidiaries as remedies available to Parent and Merger Sub hereunder. Any investigation conducted pursuant to the access contemplated by this ‎Section 5.4 shall reasonably request so long as such access be conducted in a manner that 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 request that is in the possession and custody Subsidiaries or control create a risk of damage or destruction to any property or assets of the Company and or its Subsidiaries or any of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require Subsidiaries. Without limiting the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation generality of the Company foregoing, Parent shall schedule and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of coordinate all inspections with the Company’s Subsidiaries Chief Executive Officer or Chief Financial Officer (or such other Person as may be designated by the Company’s Chief Executive Officer or Chief Financial Officer) and shall give the Company at least three (3) Business Days’ prior written notice thereof, setting forth the inspection or materials that Parent or its Representatives intend to disclose conduct or review, as applicable. Any access to the Company’s properties shall be subject to any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub landlord rights and their respective officers, employees the Company’s reasonable security measures and agents will hold any such information in confidence in accordance with the Confidentiality Agreementinsurance requirements.

Access. During Prior to the PreClosing, and on the basis that the Buyer shall have executed a Non-Closing PeriodDisclosure Agreement in customary form and otherwise consistent with Section 6.9 hereof, the Company shall, and Sellers shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice afford to the Company, provide authorized representatives of the officers, employees, agents and other Representatives of Parent and Merger Sub Buyer reasonable access during normal business hourshours to the Business, Leased Real Property, facilities, books and records (regardless of form or medium, which shall include source code and related documentation, databases, and other electronic media), and senior management so as to afford the Buyer reasonable opportunity to make such review, examination and investigation of the Business as the Buyer reasonably determine is necessary in connection with the consummation of the transactions contemplated hereby and the financing thereof, and during such period the Sellers shall furnish, as reasonably promptly as practical, to the officers, employees, Representatives, properties, facilities, books, records, contracts and other assets of the Company Buyer and its Subsidiaries as Parent representatives any information they may reasonably request; provided that (a) the Buyer shall reasonably request so long as provide the Sellers with sufficient advance notice of such access does (which shall be no less than two (2) Business Days) to permit the Sellers to designate a party to accompany the Buyer when they are visiting the Sellers’ facilities should they so desire, and (b) the foregoing right of access shall not unreasonably be exercisable in such a manner as to interfere in a material way with the conduct of the normal operations and business of the Company Sellers. The Buyer shall be permitted to make extracts from or to make copies of such books and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information records as Parent and Merger Sub shall may be reasonably request necessary in connection therewith; provided that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective Representatives; provided, however, event that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to either Seller has executed an agreement with a third party if providing that any information in its possession from such third party is covered by confidentiality protections, such Seller shall not provide access to such information to the Company Buyer until such Seller has obtained the necessary waivers from such third party to permit the disclosure to the Buyer of such information and such Seller shall have used commercially use its reasonable best efforts to obtain the required consent or waiver 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 waivers. All requests for information pursuant to this Section 6.1 shall have used commercially reasonable efforts be directed to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.persons listed on Schedule

Access. During the Pre-Closing PeriodUpon reasonable advance written notice, the Company shall, shall (and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon ) afford Parent’s Representatives reasonable advance notice access, during normal business hours throughout the period prior to the CompanyEffective Time, provide to the Acquired Companies’ officers, employees, agents and other Representatives of Parent and Merger Sub reasonable access during normal business hours, to the officers, employees, Representativesagents, properties, facilities, books, records, contracts and other assets of records and, during such period, the Company and shall furnish promptly to Parent all other information within its Subsidiaries possession or control concerning its business as Parent shall may reasonably request so long as such access does not unreasonably interfere in writing, in each case, for any reasonable business purpose related to the consummation of or integration planning with respect to 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 request that is in the possession and custody or control of the Company and its Subsidiaries or any of their respective RepresentativesTransactions; provided, however, that nothing the Acquired Companies may restrict or prohibit such access to the extent that granting such access would, in this Section 5.5(athe reasonable judgment of the Company: (a) will require result in the Company or disclosure of any Trade Secrets of its Subsidiaries or any of their respective Representatives to disclose any information which would Third Parties; (i) (xb) violate any Law material obligation of the Acquired Companies with respect to confidentiality, non-disclosure or Judgment, privacy; (yc) reasonably be expected to result in a waiver by the Company under the attorney-client privilege or attorney work product doctrine; (d) violate any binding confidentiality obligation of the Company and its Subsidiaries Contract or Law (it being agreed that, with respect to a third party if clauses (a), (b), (c) or (d), that the Company shall have used its commercially reasonable efforts to obtain the required consent cause such information to be provided in a manner that would not result in such jeopardy, contravention or waiver of such third party, violation); or (ze) result in a waiver materially interfere with the conduct of attorney-client privilege, work product doctrine or similar privilege, so long as, in any Acquired Company’s business. Without limitation of the case of clauses (y) and (z)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 6.4 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 6.4 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 have used commercially reasonable efforts instruct its directors, officers and employees not to, directly or indirectly, contact any Person known by such director, officer or employee to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from be a customer or supplier of the Company in connection with the Offer, the Merger or any of the foregoing impediments 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 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. Effective as of the date hereof, the use and disclosure restrictions contained in the Confidentiality Agreement shall be extended until either (i) one year following the date on which this Agreement is terminated pursuant to Section 8.1 or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in confidence in accordance with the Confidentiality AgreementEffective Date.

Access. During the Pre-Closing Period: (a) Except to the extent prohibited by applicable Law, the Company shallSeller Parties shall provide, and shall cause Seller’s employees, independent contractors, attorneys, accountants and other agents to provide, to Buyer and its Subsidiaries accounting, legal and other representatives, as well as their respective officers, directorsemployees, employees affiliates and other Representatives toagents, upon Parent’s access at all reasonable advance notice to the Company, provide the officers, employees, agents times and other Representatives of Parent and Merger Sub reasonable access during normal business hours, upon reasonable notice, to the officersSeller’s facilities and personnel and to business, employeesfinancial, Representativeslegal, propertiestax, facilities, books, records, contracts compensation and other assets of the Company and 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 concerning the Seller’s affairs and operations as Parent and Merger Sub shall Buyer deems reasonably request that is in necessary (unless providing access to such information would (i) violate the possession and custody provisions of any applicable Law or control any confidentiality agreement, or (ii) cause the loss of the Company and its Subsidiaries or any of their respective Representativesattorney-client privilege with respect thereto; provided, however, that nothing in this Section 5.5(a) will require Seller shall advise the Company or any of its Subsidiaries or any of their respective Representatives to disclose any Buyer that Seller is withholding such information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have used use commercially reasonable efforts to obtain promptly communicate to the required consent Buyer or waiver its applicable representatives the substance of any such materials, whether by redacting parts of such third party, materials or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilegeotherwise, so long asthat disclosure would not violate such Law, confidentiality obligations or privilege). (b) Upon Buyer’s request, Buyer and its officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents shall be provided with reasonable access to Seller’s customers, suppliers, distributors, agents and consultants; provided, that such access shall require the consent of Seller and Seller shall be entitled to participate in any discussions. (c) Seller shall report to Buyer, as and when reasonably requested, concerning the status of the operations, finances and affairs of Seller and deliver to Buyer periodic financial reports in the case form that it customarily prepares for its internal purposes and, if available, unaudited statements of clauses the financial position of Seller as of the last day of such calendar month and statements of income and changes in financial position of Seller for the calendar month then ended. Such interim statements shall be prepared in the same format as the Financial Statements. (yd) Information provided to Buyer or its officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents under this Section 6.2 shall, to the extent applicable, be subject to the terms of the confidentiality agreement dated as of February 10, 2016 between Buyer and Seller (zthe “Confidentiality Agreement”), which shall continue in full force and effect until the Company Closing, at which time the Confidentiality Agreement shall have used commercially reasonable efforts be deemed terminated in all respects. If for any reason this Agreement is terminated prior to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require Closing Date, the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub Confidentiality Agreement shall nonetheless continue in full force and their respective officers, employees and agents will hold any such information in confidence effect in accordance with the Confidentiality Agreementits terms.

Access. During the Pre-Closing Period(a) Subject to compliance with applicable Laws, the Company shall, shall (i) provide to Parent and shall cause to its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents accountants, consultants, legal counsel, financial advisors and agents, lenders and other Representatives of representatives (collectively, “Parent and Merger Sub Representatives”) reasonable access during normal business hours, throughout the period prior to the officersearlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ properties, contracts, commitments, books and records and (ii) furnish to Parent and its Parent Representatives such financial and operating data and other information as such Parent Representatives may reasonably request (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, Representativescounsel, propertiesfinancial advisors, facilities, books, records, contracts auditors and other assets authorized representatives (other than directors who are not employees) of the Company and its Subsidiaries as to cooperate reasonably with Parent shall reasonably request so long as such access does not unreasonably interfere with the conduct of the business in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, and the Company shall furnish Parent and Merger Sub with not be required to afford such other data and information as Parent and Merger Sub shall reasonably request that is in access if it would unreasonably disrupt the possession and custody or control operations of the Company and its Subsidiaries or any of their respective Representatives; providedits Subsidiaries, howeverwould cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, that nothing in this Section 5.5(a) will require would cause a risk of a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Parent or any of their respective its Parent Representatives be permitted to disclose perform any information which would (i) (x) violate onsite procedure with respect to any Law or Judgment, (y) violate any binding confidentiality obligation property 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 waiver 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 promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its Parent Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of December 29, 2006, as amended, between the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub Hxxxxx Investment Associates and their respective officers, employees and agents will hold any such information in confidence in accordance with Building Materials Corporation of America (the “Confidentiality Agreement.”).