Common use of Access Clause in Contracts

Access. At all times during the period 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 Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 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. At Subject to the provisions of the Confidentiality Agreement, from and after the expiration or termination of all times applicable waiting periods under the HSR Act and until the earlier of the termination of this Agreement or the Effective Time, upon reasonable request, the Company shall afford to Parent and to Parent's agents, accountants, officers, employees, attorneys and other authorized advisers and representatives reasonable access, during normal business hours, to the period commencing on Company's properties, facilities, books, records, financial statements and other documents and materials relating to its financial condition, assets, liabilities and business. In addition, from and after the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant or the Effective Time, the Company, upon reasonable request, shall confer and consult with representatives of Parent to Article IX report on operational matters, financial matters and the Acceptance general status of ongoing business operations of the Company. From time to time after the date of this Agreement and until the earlier of the termination of this Agreement or the Effective Time, the Company shall afford Parentfurnish promptly to Parent a copy of each report, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants schedule and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; 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) granting such access would violate any obligations of document filed by the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which received by the Company or any after the date of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 waive such a privilege. Any investigation conducted this Agreement pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct requirements of Federal or state securities Laws promptly after such documents are available. Notwithstanding any of the business of foregoing, neither the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or nor any of its Subsidiaries shall be subject required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiondate of this Agreement. The terms and conditions parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the Confidentiality Agreement shall apply to preceding sentence apply. No information or knowledge obtained in any information obtained by Parent or any of its financial advisorsinvestigation, 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. Nothing in this Section 7.6 shall 7.2 or otherwise, will affect or be construed deemed to require modify any representation or warranty contained herein or the Company, any of its Subsidiaries or any Representatives of any conditions to the obligations of the foregoing parties to prepare any reports, analyses, appraisals, opinions or other informationconsummate the Offer and the Merger.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person third party the right 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 6.4 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 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 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. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions Company shall make available to Parent, as promptly as reasonably practicable, (i) a list of commercial Software code that is incorporated by the Company or its Subsidiaries into the products of the Confidentiality Agreement shall apply Company and its Subsidiaries and that is licensed to any information obtained Company or its Subsidiaries by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted a third party pursuant to a negotiated license with the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the CompanyCompany or its Subsidiaries, any of its Subsidiaries or any Representatives of any and (ii) copies of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.applicable licenses; in each case,

Access. At all times during During the period 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 Acceptance TimePre-Closing Period, the Company shall, and shall cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In the event that ; or (d) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (it being understood that if the Company and its Subsidiaries do not provide access or any information in reliance on the preceding sentenceexclusions in the foregoing clauses (a), it shall (b) or (c), then the Company or such Subsidiary will use its commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate communicate, to the extent permitted, the applicable information to Parent or other matter in a way that would not violate prohibit any applicable Law or agreement, result in the applicable Lawwaiver of any such privilege, Contract cause a violation or obligation default under such Contract). Nothing in this Section 6.8 will be construed to require the Company, any of its Subsidiaries or waive such a privilegeany of their respective Representatives to prepare any reports, analyses, appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive any “invasive” testing without the Company’s prior written consentor soil, in its sole discretionair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the Company’s General Counsel or another person designated in writing by the Company. Without limiting the generality of the foregoing, any of during the Pre-Closing Period, the Company agrees to, and to cause its Subsidiaries or any Representatives of any to, subject to applicable Law and this Section 6.8 (i) reasonably assist and reasonably cooperate with Parent and its Subsidiaries to facilitate planning for the post-Closing integration of the foregoing Company and its Subsidiaries with Parent and its Subsidiaries (including, at the request of Parent from time to prepare any reportstime, analysesreasonably assisting and cooperating with Parent and its Subsidiaries in the planning and development of a post-Closing integration plan), appraisals, opinions or other information(ii) provide reasonable access to key personnel identified by Parent to facilitate Parent’s efforts with respect to the post-Closing retention of such key personnel and (iii) provide Parent with reasonable periodic updates on activities relating to the integration and performance of the Company’s and its Subsidiaries’ existing businesses.

Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right terminate or accelerate an obligations under, any then effective Contract to which the Company or any of its Subsidiaries is a party, or (iiic) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 underprovided, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a material risk of damage or destruction to any material property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.1. Nothing in this Section 7.6 5.1 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany 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 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person third party the right terminate or accelerate the rights under, such Contract; and provided further, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.8 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 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, to the extent practicable, by providing such information in redacted form as 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 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionPhase 1 or Phase 2 environmental assessments or other invasive testing. The terms and conditions of the Confidentiality Agreement 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 7.66.8. Nothing in this Section 7.6 6.8 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. At all times during (a) For purposes of furthering the period 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 Acceptance Timetransactions contemplated hereby, the Company each Party shall afford Parent, Acquisition Sub, their officers, a reasonable number of their the other Party and (i) the officers and employees and their financial advisors(ii) the accountants, business consultants, legal counsel, accountants financial advisors and agents and other agents and representatives of such other Party reasonable access during normal business hours, upon reasonable noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ personnel and properties, contracts, commitments, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, analysesfinancing, tax returnsoperating, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices environmental and other facilitiesdata and information regarding such Party as the other Party may reasonably request. Notwithstanding the foregoing, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access neither Party shall be required 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) granting afford such access if it would violate any obligations unreasonably disrupt the operations of the Company such Party or any of its Subsidiaries with respect to confidentiality to Subsidiaries, would cause a material violation of any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company such Party or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to cause a risk of waiving any attorney-client privilege, work product doctrine or other applicable a loss of privilege applicable to such documents or information, or (iv) access to a Contract to which the Company Party or any of its Subsidiaries is or would constitute a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 violation of any applicable Law. Neither Party, Contract nor any of their respective officers, employees or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 Representatives, shall be conducted in a manner that does not unreasonably interfere permitted to perform any onsite procedures (including an onsite study or invasive testing or sampling) with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction respect to any property or assets of the Company either Party or any of its Subsidiaries. Any access to their respective Subsidiaries without the properties prior written consent of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and other Party (which shall not include the right be unreasonably withheld, conditioned or delayed). (b) The Parties hereto hereby agree that all information provided to perform invasive testing without the Company’s prior written consentthem or their respective officers, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent directors, employees or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.6. Nothing in this Section 7.6 hereby shall be construed governed in accordance with the confidentiality and non-disclosure agreement, dated as of April 26, 2018, between Rowan and Ensco, as amended (the “Confidentiality Agreement”), the term of which is hereby extended until the earlier to require occur of (x) the Company, any Effective Time and (y) the first anniversary following the termination of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationthis Agreement in accordance with Article VII.

Access. At all times during (a) For purposes of facilitating the period commencing on the date of this Agreement and continuing until the earlier to occur transactions contemplated hereby, each of the termination of this Agreement pursuant to Article IX Company and the Acceptance Time, the Company Parent shall afford Parent, Acquisition Sub, their officers, a reasonable number of their (i) the officers and employees and their financial advisors(ii) the accountants, business consultants, legal counsel, accountants financial advisors, financing sources and agents and other agents and representatives of the other Party such reasonable access during normal business hours, upon reasonable noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ personnel and properties, contracts, commitments, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, analysesfinancing, tax returnsoperating, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices environmental and other facilities, properties data and personnel of the Company; provided, however, that information regarding the Company and its Subsidiaries, as Company and Parent may restrict or otherwise prohibit reasonably request. Notwithstanding the foregoing, neither Parent nor the Company shall be required to provide access to or make available to any documents person any document or information to that, in the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to reasonable judgment of such documents or informationParty, (iiA) granting such access violates any of its obligations with respect to confidentiality, (B) is subject to any attorney-client, work-product or other legal privilege, (C) the disclosure of which would violate any obligations of the Company Law or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, legal duty (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event provided that the Company does not provide withholding Party will use reasonable efforts to allow such access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted disclosure in a manner that does not unreasonably result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements), or (D) will interfere with the conduct applicable operations of such Party’s (or its Subsidiaries’) business; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing or sampling at any of the business of properties owned, operated or leased by the Company or its Subsidiaries and nothing herein shall authorize the Company or create a risk its respective Representatives to undertake any environmental testing or sampling at any of damage the properties owned, operated or destruction 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 5.3 for any property competitive or assets other purpose unrelated to the consummation of the transactions contemplated by this Agreement (which transactions shall include, with respect to Parent, the Debt Financing). Each of the Company or and Parent will use its commercially reasonable efforts to minimize any of its Subsidiaries. Any access disruption to the properties businesses of the Company other Party that may result from requests for access. (b) The Parties hereby agree that all information provided to them or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consenttheir respective officers, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorsdirectors, business consultantsemployees, legal counsel, accountants and other agents and and/or representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.6. Nothing in this Section 7.6 hereby shall be construed to require governed in accordance with the Companyamended and restated confidential disclosure agreement, any dated as of its Subsidiaries or any Representatives of any of November 17, 2020, by and between the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany and Parent (the “Confidentiality Agreement”).

Access. (a) At all times during the period commencing on with the date 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 Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultantsits accountants, legal counsel, accountants counsel and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords and personnel of the Company to enable Parent to obtain all information concerning the Leased Real Property, contractsthe Assets and the businesses of the Company and its Subsidiaries, analysesincluding the status of product development efforts, tax returnsproperties, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties results of operations and personnel of the Company, as Parent may reasonably request; provided, however, that the Company may restrict no information or otherwise prohibit access knowledge obtained by Parent in any investigation conducted pursuant to any documents this Section 7.6 shall affect or information be deemed to the extent that modify or waive (i) any applicable Law requires the Company right of Parent with respect to restrict any representation or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations warranty of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationSubsidiary set forth herein, or (ivii) access any condition to a Contract the obligations of Parent and Merger Sub to which consummate the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default undertransactions contemplated hereby, including the Offer and the Merger, or give a Person the right terminate or accelerate remedies available to the rights underparties hereunder; and provided further, such Contract. In the event that the Company does not provide access or information in reliance on 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 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by provided to Parent pursuant to this Section 7.6. Notwithstanding the foregoing, the Company shall not be required to provide Parent or any of its financial advisors, business consultantsaccountants, legal counselcounsel or other representatives with access to such properties, accountants books and other agents and representatives in connection with any investigation conducted pursuant records or personnel of the Company to the extent that the provision of such access contemplated by this Section 7.6. Nothing could reasonably be expected to (A) result in this Section 7.6 shall be construed to require the Companywaiver of an attorney-client or other privilege, any of its Subsidiaries (B) result in the unauthorized disclosure or any Representatives misappropriation of any of the foregoing Company’s Trade Secrets or (C) result in a breach of the Company’s non-disclosure obligations, whether by Contract or otherwise, to prepare another Person. (b) Notwithstanding anything herein to the contrary, Parent and its agents, contractors and representatives shall not have the right of entering upon Leased Real Property for purposes of making any reportsinspections, analysesevaluations, appraisalssurveys or tests without the Company’s prior written approval (not to be unreasonably withheld, opinions conditioned or other informationdelayed).

Access. At all times during During the period 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 Acceptance TimePre-Closing Period, the Company shall will, and will cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any Trade Secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (it being understood that if the Company and its Subsidiaries do not provide access or any information in reliance on the preceding sentenceexclusions in the foregoing clauses (a) or (b), it shall then the Company or such Subsidiary will use its commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate communicate, to the extent permitted, the applicable information to Parent or other matter in a way that would not violate prohibit any applicable law or agreement or result in the applicable Lawwaiver of any such privilege). Nothing in this Section 6.8 will be construed to require the Company, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive any “invasive” testing without the Company’s prior written consentor soil, in its sole discretionair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the Company, any of its Subsidiaries ’s General Counsel or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords and personnel of the Company and its Subsidiaries and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices the Company shall (and other facilitiesshall cause its Subsidiaries to) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel of as Parent may reasonably request, including with respect to the CompanyCompany Programs; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) reasonably determines access to such documents or information would give rise to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (ivc) access such documents or information relate to a Contract the evaluation or negotiation of this Agreement, the Transactions or, subject to which the Company Section 5.2 and Section 5.3, an Acquisition Proposal or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSuperior 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 use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.5 (i) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries and (ii) shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.5.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel and Representatives of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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, information so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; or (ivc) access to a Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts Subject to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegethe Company will provide Parent with reports of the Company reasonably requested by Parent. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.6 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in All requests for access pursuant to this Section 7.6 shall 6.6 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during (a) For purposes of furthering the period 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 Acceptance TimeTransactions, the Company shall shall, upon reasonable advance notice and subject to the terms of the Clean Team Agreement, afford ParentParent and its employees, Acquisition Subaccountants, their officersconsultants, a reasonable number of their employees and their legal counsel, financial advisors, business consultantstax advisors, legal counsel, accountants and agents and other agents and representatives Representatives reasonable access during normal business hours, upon reasonable noticethroughout the Pre-Closing Period, to the its and its Subsidiaries’ personnel, properties, assets, Contracts, books and records, contractsand, analysesduring such period, tax returnsthe Company shall, dataand shall cause its Subsidiaries to, regulatory materialswithout limitation to the preceding obligations, reportsmake available to Parent all other information concerning its business as Parent may reasonably request. Notwithstanding the foregoing, projectionsthe Company shall not be required to provide access to or make available to any person any document or information that, plans, systems, senior management, commitments, offices and other facilities, properties and personnel in the reasonable judgment of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) violates any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or informationLaw, (ii) granting such access would violate any obligations of the Company or violates any of its Subsidiaries obligations with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a partyconfidentiality, (iii) access is subject to such documents or information would give rise to a risk of waiving any attorney-client privilege, work or work-product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which violates the terms of the Clean Team Agreement (provided that in the case of each of clause (ii) and (iii) the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, will use reasonable efforts to allow such Contract. In the event that the Company does not provide access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted disclosure in a manner that does not unreasonably interfere with result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements). All requests for access or information made pursuant to this Section 5.2(a) shall be directed to an executive officer or other person designated by the conduct of Company. (b) No investigation by Parent or its Representatives shall affect or be deemed to modify or waive the business representations and warranties of the Company set forth in this Agreement. (c) The Parties hereto hereby agree that all information provided to them or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives their respective Representatives in connection with any investigation conducted pursuant to this Agreement and the access contemplated by this Section 7.6. Nothing in this Section 7.6 consummation of the Transactions shall be construed to require governed in accordance with the CompanyMutual Nondisclosure Agreement, any dated as of its Subsidiaries or any Representatives of any of June 16, 2015 (the foregoing to prepare any reports“Confidentiality Agreement”), analyses, appraisals, opinions or other informationbetween the Company and Parent.

Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, consultants, legal counsel, accountants financial advisors and agents and other agents and representatives (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ employees, officers, properties, contracts, commitments, books and records, contractsother than any such matters that relate to the negotiation and execution of this Agreement, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal, in each case, for purposes reasonably related to consummating the Merger or carrying out post-Merger integration (but without limiting the Company’s obligations under Section 5.4 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided, however, that the Company may restrict shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any of the foregoing restrictions apply to allow access in a manner that does not result in such effect, or (ii) to such information that relates to the minutes of the meetings of the Board of Directors or its committees where the Board of Directors or any applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise prohibit relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to any documents or information this Section 5.3 to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of or information is reasonably pertinent to a litigation where the Company or any of its Subsidiaries with respect Affiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which become adverse parties. To the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable antitrust Laws, information disclosed pursuant to this Section 5.3 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, provided, that such disclosure would reasonably permit the disclosure of information without violating applicable Law or jeopardizing applicable legal privilege. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above to provide access to employees, officers, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Law (including any COVID-19 Measures). (b) Parent agrees that all information provided to it or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk Representatives in connection with this Agreement and the consummation of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access transactions contemplated by this Section 7.6 Agreement shall be conducted deemed to be Confidential Information, as such term is used in, and shall be treated in a manner that does not unreasonably interfere with accordance with, the conduct confidentiality agreement, dated as of the business of September 20, 2022, between the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of and Parent (the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the “Confidentiality Agreement 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. Nothing in this Section 7.6 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 informationAgreement”).

Access. At all times during the period 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 Acceptance Time, the Company shall afford ParentLKQ, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person third party the right to terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by LKQ or Parent in any investigation conducted pursuant to the access contemplated by this Section 7.7 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 LKQ, 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 commercially reasonable best efforts to communicate the applicable information to LKQ or Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.7 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentconsent (which consent shall not be unreasonably withheld, in its sole discretionconditioned or delayed if any noninvasive diligence or testing recommends or otherwise warrants invasive testing). The terms and conditions of the Confidentiality Agreement 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 7.67.7. Nothing in this Section 7.6 7.7 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance TimeClosing, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, howeverin each case, solely for purposes of consummating the Merger (including for integration planning), except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company Group 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.7 will be construed to communicate require the applicable information Company Group or any of its Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.7 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without testing. Notwithstanding anything to the Company’s prior written consentcontrary in this Agreement, in the Company may satisfy its sole discretionobligations set forth above by electronic means if physical access is not permitted under applicable law. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.7, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations, or that Parent receives or has a right to receive in connection with any franchise, development or other commercial agreement by and between Parent or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand. Nothing in All requests for access pursuant to this Section 7.6 shall 6.7 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period 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 Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent legal counsel for the Company reasonably determines that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, or (iiic) access to such documents or information would give rise that may be subject to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (a) through (c) above, as applicable, and thereafter 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.7 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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 7.67.7. Nothing in this Section 7.6 7.7 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. No investigation pursuant to this Section 7.7 will affect any of the representations or warranties of the Parties contained in this Agreement or prejudice the rights and remedies of Parent or Acquisition Sub hereunder solely as a result of such investigation.

Access. (a) At all times during the period 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 Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees its Subsidiaries and their respective Financing Sources, financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, Permits, Contracts, books and recordsrecords and personnel of the Company and its Subsidiaries and furnish all other information concerning the Company, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices its Subsidiaries and other facilitiestheir respective businesses, properties and personnel of the Companyas Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that, in the reasonable good faith judgment of the Company, (i) any applicable Law requires the Company 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 Person third party or otherwise breach, contravene or violate violate, or give a third party the right to terminate or accelerate rights under, any then effective Contract to which the Company or any of its Subsidiaries is a party, or (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to obtain the consent of the applicable third party that is required in order to disclose the applicable information and otherwise communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.7(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentconsent (which consent shall not be unreasonably conditioned, in its sole discretionwithheld or delayed). The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Parent, its Subsidiaries or any of its their respective Financing Sources, 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 7.67.7(a). (b) The Company shall prepare monthly and quarterly financial statements relating to the Company and its Subsidiaries during the period from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time and shall deliver copies thereof to Parent within forty-five (45) days following the end of each month. Nothing in All financial statements delivered pursuant to this Section 7.6 7.7(b) shall be construed in all material respects in accordance with the books and records of the Company and its Subsidiaries and shall be in a form consistent with such financial statements prepared by the Company prior to require the date of this Agreement. During the period from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall file with the SEC each of its Quarterly Reports on Form 10-Q within forty-five (45) days after the end of the applicable fiscal quarter of the Company; provided that the Company will file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports2015 by no later than July 31, analyses, appraisals, opinions or other information2015.

Access. At all times during (a) For purposes of furthering the period 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 Acceptance Timetransactions contemplated hereby, the Company each party shall afford Parent, Acquisition Sub, their officers, a reasonable number of their the other party and (i) the officers and employees and their financial advisors(ii) the accountants, business consultants, legal counsel, accountants financial advisors, financing sources (including the employees, consultants and Representatives thereof) and agents and other agents and representatives of such other party reasonable access during normal business hours, upon hours and with reasonable notice, 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 recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, analysesfinancing, tax returnsoperating, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices environmental and other facilitiesdata and information regarding such party as the other party may reasonably request. Notwithstanding the foregoing, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access neither party shall be required 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) granting afford such access if it would violate any obligations unreasonably disrupt the operations of the Company such party or any of its Subsidiaries with respect to confidentiality to Subsidiaries, would cause a violation of any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company such party or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to cause a risk of waiving any attorney-client privilege, work product doctrine or other applicable a loss of privilege applicable to such documents or information, or (iv) access to a Contract to which the Company party or any of its Subsidiaries is or would constitute a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 violation of any applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant No party shall have access to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct personnel records of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company other party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information, the disclosure of which, in the other party’s good faith opinion, could subject the other party or any of its Subsidiaries to risk of liability. Neither party nor any of its officers, employees or representatives, shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right permitted to perform any invasive testing testing, sampling or analysis with respect to any property of such other party or any of such other party’s Subsidiaries without the Companysuch party’s prior written consent, consent (which may be withheld in its sole discretion. ). (b) The terms and conditions of the Confidentiality Agreement shall apply parties hereto hereby agree that all information provided to any information obtained by Parent them or any of its financial advisorstheir respective officers, business consultantsdirectors, legal counsel, accountants and other agents and representatives employees or Representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.6. Nothing in this Section 7.6 hereby shall be construed to require governed in accordance with the Companyconfidentiality agreement, any dated as of its Subsidiaries or any Representatives of any of January 29, 2019, between the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany and Parent (the “Confidentiality Agreement”).

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person third party the right 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 6.4 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 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 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. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without testing. The Company shall make available to Parent, by 11:59 p.m. (Pacific time) on August 23, 2010, (i) a list of commercial Software code that is incorporated by the Company’s prior written consentCompany or its Subsidiaries into the products of the Company and its Subsidiaries and that is licensed to Company or its Subsidiaries by a third party pursuant to a negotiated license with the Company or its Subsidiaries, and (ii) copies of the applicable licenses; in its sole discretioneach case, excluding “open source” Software and Software licensed pursuant to non-negotiable Contracts (including “shrink-wrap” and “click-through” Contracts). The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 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 information6.4.

Access. At all times during (a) Prior to the period commencing on the date of this Agreement Closing and continuing until the earlier subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timeapplicable Laws, the Company Investor shall afford Parentbe entitled, Acquisition Sub, their through its officers, a reasonable number of their employees and their financial advisorsRepresentatives (including its legal advisors and accountants), business consultants, legal counsel, accountants and other agents and representatives reasonable to have such access during normal business hours, upon reasonable notice, to the properties, management, businesses and operations of the Group Companies and such examination of the books and recordsrecords of the Group Companies as it reasonably requests in connection with the transactions contemplated by this Agreement (including Tax Returns and Tax work papers). Any such access and examination shall be conducted on reasonable advance written notice, contractsduring regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Trailblazer shall cause the Group Companies to use their respective commercially reasonable efforts to cause the officers, analysesemployees, tax returnsconsultants, dataagents, regulatory materialsaccountants, reports, projections, plans, systems, senior management, commitments, offices attorneys and other facilities, properties and personnel Representatives of the CompanyGroup Companies to reasonably cooperate with Investor in connection with such access and examination, and each of Investor and its Representatives shall reasonably cooperate with the Group Companies and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would, as determined by Trailblazer upon advice of counsel, require any of the Group Companies to disclose information subject to attorney client privilege or conflict with any confidentiality obligations to which any Group Company is bound; provided, however, that Trailblazer shall cause the Company may restrict or otherwise prohibit access Group Companies to use their respective commercially reasonable efforts to obtain a waiver of any documents or information such confidentiality obligations upon Investor’s reasonable prior written request. Notwithstanding anything to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or informationcontrary contained herein, (iix) granting such access would violate without the prior written consent of Trailblazer (which consent may not be unreasonably withheld, conditioned or delayed), Investor shall not, and shall cause its officers, employees, legal advisors, consultants, agents, accountants and other Representatives not to, contact any obligations supplier, customer, independent contractor, landlord, lessor, bank, any Person with whom any Group Company has or has had a business relationship or other lender or Representative of or to the Company or any of its Subsidiaries Group Companies with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Group Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person transactions contemplated by this Agreement; provided that Trailblazer shall have the right terminate to have one or accelerate the rights under, more Representatives present during any such Contract. In contact in the event that the Company does not provide access or information in reliance on the preceding sentenceit consents to such contact, it and (y) neither Investor nor its Representatives 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 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 or its Subsidiaries or create a risk of damage or destruction to have any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing or subsurface investigations of the properties or facilities of any Group Company without the Company’s prior written consent, in its sole discretionconsent of Trailblazer (which consent may be withheld for any or no reason). The terms and conditions Trailblazer does not make any representation or warranty as to the accuracy of the Confidentiality Agreement shall apply to any information obtained (if any) provided pursuant to this Section 5.5(a) and none of Investor and/or any other Person may rely on the accuracy of any such information, other than as expressly set forth in Trailblazer’s representations and warranties contained in Article II; provided that no investigation pursuant to this Section 5.5(a) by Parent Investor or its Representatives shall be deemed to modify any of its financial advisors, business consultants, legal counsel, accountants Trailblazer’s representations and other agents and representatives warranties contained in Article II. (b) Investor acknowledges that the information provided to Investor in connection with any investigation conducted pursuant this Agreement and the transactions contemplated hereby is subject to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require terms of the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and KKR Asia Limited, a Hong Kong Company, any dated as of its Subsidiaries December 18, 2014 and the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and Anchor Equity Partners (Asia) Ltd., dated as of November 24, 2014, as either of such agreements may be amended or any Representatives supplemented, the terms (including of any amendments or supplements) of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationwhich are incorporated herein by reference.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall shall, subject to restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand. Nothing in this Section 6.7 shall use be construed to require the Company, any of its reasonable best efforts Subsidiaries or any of their respective Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.7 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary and except in the ordinary course of business and not related to the Transactions, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee of the Company or any of its Subsidiaries not involved in the negotiation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, in its sole discretion. The terms and conditions Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Confidentiality Agreement 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 Company. All requests for access pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 6.7 must be construed directed to require the General Counsel of the Company or other Person designated by the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during (a) For purposes of furthering the period commencing on Merger but subject to the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timefollowing sentence, the Company shall, and shall cause the Company Subsidiaries to, (x) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable noticethroughout the period prior to the Effective Time, to the its and its Subsidiaries’ personnel, properties, Contracts, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices during such period and (y) make available to Parent and its Representatives all other facilitiesavailable information concerning its business, properties and personnel of the Company; provided, however, that the Company as Parent 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contractreasonably request. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall Parent will use its reasonable best efforts to communicate minimize any disruption to the applicable information businesses of the Company that may result from such requests for access, data and information. Each of the Company and Parent shall, and shall cause its respective Subsidiaries to, without limitation to Parent in the preceding obligations, make available to the other Party and its Representatives (i) a way that would not violate the applicable Lawcopy of each report, Contract schedule, registration statement and other document filed or obligation or waive received by it during such a privilege. Any investigation conducted period pursuant to the access contemplated by this Section 7.6 requirements of U.S. federal securities laws (other than reports or documents that such disclosing Party is not permitted to disclose under applicable Law) and (ii) a copy of all substantive correspondence between the disclosing Party or any of its Subsidiaries and any party to a Contract 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 Merger. The foregoing notwithstanding, neither the Company nor Parent shall be conducted required to provide access to or make available to any person any document or information if doing so would, in a manner that does not unreasonably interfere with the conduct of the business reasonable judgment of the Company or Parent, as applicable, after consultation with its Subsidiaries respective outside counsel, (A) violate any Law, (B) result in a violation of a confidentiality agreement with a third party entered into prior to the date of this Agreement or create entered into after the date of this Agreement in the ordinary course of business consistent with past practice, (C) jeopardize the attorney-client, attorney work product or other legal privilege of a risk Party or any of damage its Subsidiaries, or destruction to (D) result in the disclosure of any property or assets trade secrets of the Company or any of its Subsidiaries. Any access to the properties of third parties. (b) No investigation by the Company or any of its Subsidiaries Parent or their respective Representatives shall affect or be subject deemed to modify or waive the Company’s reasonable security measures representations and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions warranties of the Confidentiality Agreement shall apply other Party set forth in this Agreement. (c) The Parties hereto hereby agree that all information provided to any information obtained by Parent them or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives their respective Representatives in connection with any investigation conducted pursuant to this Agreement and the access contemplated by this Section 7.6. Nothing in this Section 7.6 consummation of the Merger shall be construed to require governed in accordance with the Companyamended and restated confidentiality agreement, any dated as of its Subsidiaries or any Representatives of any of June 15, 2016, between the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany and Parent (the “Confidentiality Agreement”).

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets (including any source code) of the Company, any of the Subsidiaries of the Company does not provide access or any third Persons; or (e) such documents or information in reliance are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand; provided that in each case described in clauses (a) through (d) the Company shall cooperate with Parent and use its commercially reasonable best efforts to communicate the applicable develop alternative methods of providing such information to Parent in a way manner that would not violate result in any violation, default, prejudice or loss of privilege. Nothing in this Section 6.8 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Representatives of 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 any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or other testing without the Company’s prior written consent, in its sole discretionor sampling of any environmental media. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent Parent, Merger Sub or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives their respective Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.8.

Access. At all times during the period 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 Acceptance Time, the (a) The Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, consultants, legal counsel, accountants financial advisors, prospective financing sources and agents and other agents and representatives (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices operating and other facilitiesdata and information as Parent, properties and personnel of through its officers, employees or other authorized Representatives, may from time to time reasonably request in writing. Notwithstanding the Company; providedforegoing, however, that the Company may restrict or otherwise prohibit access shall not be required 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) granting afford such access if it would violate any obligations unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect to confidentiality to Subsidiaries, would cause a violation of any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to cause a reasonable risk of waiving any attorney-client privilege, work product doctrine or other applicable a loss of privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is or would constitute a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 violation of any applicable Law, Contract nor shall Parent or obligation or waive such a privilege. Any investigation conducted pursuant any of its Representatives be permitted to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere perform any onsite procedure (including any onsite environmental study) with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction respect to any property or assets of the Company or any of its Subsidiaries. Any access , except, with respect to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without on site procedure, with the Company’s prior written consent, . No investigation pursuant to this Section 5.2 shall affect any representation or warranty in its sole discretion. The terms and conditions this Agreement of any party hereto or any condition to the obligations of the parties hereto. (b) Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated by this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, dated as of November 17, 2007 between the Company and Parent (the “Confidentiality Agreement”) which Confidentiality Agreement shall apply continue 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. Nothing in this Section 7.6 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 informationapply.

Access. At all times during the period 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 Acceptance Time(a) Upon reasonable prior notice, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticehours throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and recordsrecords and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the CompanyCompany shall furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Company may restrict shall not be required to permit any inspection or otherwise prohibit access provide other access, or to disclose any documents or information to information, that in the extent that reasonable judgment of the Company would: (i) violate any applicable Law requires obligation of the Company with respect to restrict confidentiality or otherwise prohibit access to such documents or information, privacy; (ii) granting such access would jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any obligations Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (or its applicable Representative) access to such information. All information obtained by or provided to Parent and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (b) Upon reasonable prior notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality to any Person or otherwise breachprivacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, contravene the attorney work product doctrine or similar legal privilege or protection; (iii) violate any then effective Contract to which Legal Requirement; or (iv) result in the Company disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of its Subsidiaries is a partyor personal information that would expose Parent to the risk of liability; 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 (iiior its Representatives) access to such documents information. All information obtained by or provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of Parent for purposes of the Non-Disclosure Agreement. (c) To the extent that any of the information would give rise or material furnished pursuant to a risk of waiving any this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege applicable shall remain entitled to such documents protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No exchange of information or informationinvestigation by Parent or its Representatives shall affect or be deemed to affect, modify or (iv) access to a Contract to which waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 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 or its Subsidiaries Representatives shall affect or create a risk be deemed to affect, modify or waive the representations and warranties of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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. Nothing set forth in this Section 7.6 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 informationAgreement.

Access. At all times during the period commencing on with the date 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 Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person third party the right 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 7.8 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 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. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentconsent (which consent shall not be unreasonably withheld, in its sole discretionconditioned or delayed). The terms and conditions of the Confidentiality Agreement 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 7.67.8. Nothing in this Section 7.6 7.8 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, provided, that the Company shall deliver updates to Parent upon the receipt of any material results or other information regarding the status of the Phase II clinical trial for SGI 110 being conducted by or on behalf of the Company or its Subsidiaries.

Access. At all times (a) Upon reasonable notice, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, afford to the other party and the other party’s Representatives reasonable access, during normal business hours upon prior notice throughout the period commencing on prior to the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, to the their respective personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, each of Parent and the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, furnish promptly to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of party all available information concerning its business as Parent or the Company, as the case may be, may reasonably request; provided, however, that each party shall not be required to permit any inspection or other access, or to disclose any information, that in the Company may restrict or otherwise prohibit access to any documents or information to the extent that reasonable judgment of such party would: (i) violate any obligation of such party with respect to confidentiality or privacy; (ii) jeopardize protections afforded such party under the attorney-client privilege, the attorney work product doctrine or any other applicable Law requires the Company to restrict privilege; or otherwise prohibit access to such documents or information(iii) violate any Legal Requirement, including any Covid-19 Measure; provided that in each case of clauses (i), (ii) granting and (iii) such access would violate any obligations party shall inform the other party of the Company or any nature of the information being withheld, and shall use its Subsidiaries reasonable best efforts to make alternative arrangements with respect to confidentiality such information. Each party shall use commercially reasonable security measures to any Person or otherwise breach, contravene or violate any then effective Contract access the systems and information of the other party. All confidential information obtained by each party and its Representatives pursuant to which this Section 4.8(a) shall be subject to the Company or Confidentiality Agreement so long as it satisfies the definition of “Evaluation Material” contained therein. (b) To the extent that any of its Subsidiaries is a party, (iii) access the information or material furnished pursuant to such documents or information would give rise this Agreement may include material subject to a risk of waiving any the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege applicable shall remain entitled to such documents protection under these privileges, this Agreement and the joint defense doctrine. (c) No exchange of information or information, investigation by Parent or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party their respective Representatives shall affect or otherwise bound would violate or cause a default underbe deemed to affect, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 modify 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 representations and warranties of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentParent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorsrespectively, 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. Nothing set forth in this Section 7.6 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 informationAgreement.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsofficers, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties agents and personnel of the CompanyCompany and its Subsidiaries and the Company shall, and shall cause its Subsidiaries to furnish to Parent promptly, such information concerning the Company and its Subsidiaries business, personnel, assets, liabilities and properties as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Order requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a risk would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of waiving any attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information, or (ivc) 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 Person third party the right terminate or accelerate the rights under, such ContractContract (provided that such contract is listed on Section 3.12 of the Company Disclosure Letter), or (d) subject to the terms of Section 5.2(b) and Section 5.2(c), such documents or information relate directly or indirectly to any Acquisition Proposals that the Company or any of its Representatives may have received from any Person or any discussions or negotiations that the Company or any of its Representatives is having with respect to any Acquisition Proposal or any other proposals that could lead to an Acquisition Proposal; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.5 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 any of the Company or its Subsidiaries does not provide access or information in reliance on 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, Order, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Subsidiaries, or create a an unreasonable risk of material damage or destruction to any material property or assets of the Company or any of its Subsidiaries. Any access to the Company’s or its Subsidiaries’ properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement 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 7.65.5. Nothing in All requests for data and access under this Section 7.6 Agreement shall be construed made only to require and through one or more of the individuals designated in writing by an Executive Vice President of 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. At all times during the period commencing on From the date of this Agreement and continuing until to the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall, and shall afford Parent, Acquisition Sub, their officers, a reasonable number cause each of its subsidiaries and each of their employees respective Representatives to use reasonable efforts to: (i) provide to Parent and Merger Sub and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hourshours in such a manner as not to interfere unreasonably with the operation of the business conducted by the Company or any of its subsidiaries, upon reasonable noticeprior written notice to the Company, to the officers, employees, auditors, properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel facilities of the CompanyCompany and its subsidiaries and to the books and records thereof; and (ii) furnish promptly to Parent and Merger Sub and their respective Representatives such information concerning the business, properties, contracts, assets and liabilities of the Company and its subsidiaries as Parent and Merger Sub or their respective Representatives may reasonably request; provided that the foregoing shall not require the Company or any of its subsidiaries or Representatives to furnish any such materials that are otherwise publicly available; provided, howeverfurther, that the Company may restrict shall not be required to (or otherwise prohibit to cause any of its subsidiaries to) afford such access to any documents or furnish such information to the extent that (i) any applicable Law requires the Company to restrict believes in good faith that doing so would: (A) result in a loss of attorney-client privilege or otherwise prohibit access to such documents or information, work-product protection; (iiB) granting such access would violate any obligations of the Company or any of its Subsidiaries subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries subsidiaries is a party; or (C) breach, contravene, or violate any applicable law (including the HSR Act or any other antitrust or competition law); provided, further, that the Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to allow such information to be disclosed to Parent, Merger Sub and their respective Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of clauses (A), (iiiB) or (C), including pursuant to the use of “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such documents information). Notwithstanding anything contained in this Agreement to the contrary, neither party shall be required to provide any access or make any disclosure to the other pursuant to this Section 5.02 to the extent such access or information would give rise is reasonably pertinent to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which litigation where the Company or any of its Subsidiaries is a party affiliates, on the one hand, and Parent or otherwise bound would violate or cause a default underany of its affiliates, or give a Person on the right terminate or accelerate the rights underother hand, such Contractare adverse parties. In the event that Parent and the Company does may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside counsel of the recipient and will not provide access be disclosed by such outside counsel to employees, officers or information directors of the recipient unless express permission is obtained in reliance on advance from the preceding sentencesource of the materials (Parent or the Company, it shall use as the case may be) or 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 waive such a privilegelegal counsel. Any investigation conducted pursuant access to the access contemplated by this Section 7.6 Company’s properties shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries operations thereon, shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without any “invasive” environmental testing. Notwithstanding the foregoing, any access to any Leased Real Property shall be subject to the Company’s prior written consent, in its sole discretion. The terms reasonable security measures and conditions the insurance requirements of the Confidentiality Agreement applicable Lease and shall apply not include the right to perform any information obtained by Parent “invasive” testing or any of its financial advisorssoil, business consultantsair or groundwater sampling, legal counselincluding, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Companywithout limitation, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationenvironmental site assessment.

Access. At all times during the period commencing on the date of this Agreement and continuing until Until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees its Affiliates and its financing sources and their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeprior notice provided to the Company’s Chief Executive Officer and Chief Financial Officer, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 Person third party the right to terminate or accelerate the rights under, such Contract. In the event Contract (it being agreed that the Company does not provide access and Parent shall cooperate in good faith to design and implement alternative procedures to enable Parent to evaluate any such Contract without causing a violation or causing a default thereunder or giving any third party a right to terminate or accelerate the rights thereunder); or (d) such disclosure relates to individual performance or personnel evaluation records, medical histories or other personnel information that in reliance on the preceding sentenceCompany’s good faith opinion could subject the Company or any of its Subsidiaries to liability; and provided, it further, that nothing in this Section 5.8 shall use be construed to require the Company or its reasonable best efforts Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Parent, its Affiliates and its financing sources or any of its their respective 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. Nothing in this Section 7.6 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 information5.8.

Access. At all times during the period commencing on (a) From the date of this Agreement and continuing until hereof through the earlier to occur of the Closing or the termination of this Agreement pursuant to Article IX and the Acceptance TimeAgreement, the Company shall afford Parentprovide to the Purchaser and such Purchaser’s authorized agents, Acquisition SubAffiliates, their officers, a reasonable number of their employees officers and representatives (including financing sources and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective representatives) (a) reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractscustomers, analysesproperties, tax returnsdirectors, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices managers and other facilities, properties and personnel officers of the Company, including copies of minutes of all meetings of directors and shareholders (and all actions by written consent) from September 22, 2014 through the Closing; provided, however, that such examinations and investigations shall be conducted during the Company’s normal business hours and in the presence of a designated representative of the Company may restrict and shall not unreasonably interfere with the operations and activities of the Company; (b) copies of all Contracts, books and records, documents relating to the terms of employment or otherwise prohibit access any other matter relating to any officer, director, manager or employee of any of the Company and other existing documents or and data as such Purchaser may reasonably request; and (c) such additional financial, operating and other data and information as such Purchaser may reasonably request. (b) Without limiting the foregoing, but subject to the extent that (i) any applicable Law requires other terms of this Section 6.3, the Company shall consult with the Purchaser, and allow the Purchaser the opportunity to restrict or otherwise prohibit access to such documents or informationreasonably participate in, (ii) granting such access would violate at the Purchaser’s cost, and keep the Purchaser reasonably informed with respect to, any obligations Legal Action brought by any shareholder of the Company against the Company or any of its Subsidiaries directors or officers. The Company shall also provide the officers of the Purchaser with respect access to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the personnel of the Company relating to responsibilities and/or potential contractual arrangements of the Company to be effective on or after the Closing. Neither the Company, the Purchaser, nor any of its Subsidiaries is a partytheir respective subsidiaries, (iii) shall be required to provide access to or to disclose information (i) where such documents access or information disclosure would give rise to a risk of waiving any jeopardize the attorney-client privilegeprivilege of such party or its subsidiaries or contravene any Law, work product doctrine Order, fiduciary duty or other binding agreement entered into prior to the date of this Agreement or (ii) relating to its board’s officers’, employees’, agents’, or financial advisers’ consideration or deliberation of the transactions contemplated hereby. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of part (i) of the preceding sentence apply. (c) A designee of the Purchaser shall be invited and entitled to attend all meetings of the Board of Directors; provided, however, such individuals (i) will attend such meetings in an observational capacity only and shall not participate in any deliberations or decisions of such boards or committees, (ii) shall be excluded from any portions of such meetings involving (A) discussion relating to the transactions contemplated by this Agreement, (B) matters for which the inclusion of such individuals would or could reasonably be expected to violate applicable privilege applicable to such documents Law or informationOrders of a Governmental Entity, or (ivC) access discussions relating to a Contract matters which are otherwise reasonably deemed by the Board of Directors to which be confidential (together, “Board Confidential Matters”). Board packages and notices shall be submitted by the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person to the right terminate or accelerate Purchaser for distribution to the rights under, such ContractPurchaser’s designated attendee simultaneously with their submission to board members; provided that information relating to Board Confidential Matters may be excluded therefrom. In the event that the Company does not provide access or All information in reliance on 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 waive such a privilege. Any investigation conducted and materials provided 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries Agreement shall be subject to the Company’s reasonable security measures provisions of the Amended Mutual Non-Disclosure Agreement entered into between Avenue Investments, L.P. and insurance requirements and the Company as of January 9, 2014. (d) This Section 6.3 shall not include affect or otherwise diminish or obviate in any respect, or affect the Purchaser’s right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 shall be construed to require the Companyrely upon, any of its Subsidiaries the representations, warranties or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationcovenants contained in this Agreement.

Access. At all times during the period commencing on with the date 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 Acceptance TimeClosing, the Company shall will afford Parentthe Purchaser reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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; (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 transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.7(c); (ivd) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and the Purchaser and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the applicable right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to Parent cease to benefit from legal privilege, including by redacting or obtaining consent in a way that would not violate connection therewith. Nothing in this Section 6.7 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals or waive such a privilegeopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.7 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing without or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the Company’s prior written consent, in its sole discretionsort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent the Purchaser or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing 6.7; provided that, notwithstanding any provision to the contrary in this Section 7.6 the Confidentiality Agreement, the Purchaser and any of its Representatives shall be construed permitted to require disclose to the Other Purchasers and their respective Representatives any information of the Company and discuss with the Other Purchasers and their respective Representatives any information of the Company, any of its Subsidiaries in each case, including in connection with the Transactions or any other Acquisition Proposal, except that the Purchaser or its Representatives of shall not disclose to the Other Purchasers or their respective Representatives any Company information that is competitively sensitive and is designated in writing by the Company to be for such Purchaser’s access only (or that otherwise directly relates only to commercial matters or arrangements of the foregoing Company in the ordinary course of business (and not the Transaction or any Acquisition Proposal) and, notwithstanding the foregoing, would otherwise be prohibited to prepare be disclosed by the Purchaser or its applicable Affiliates pursuant to another confidentiality agreement between the Purchaser or its Affiliates and the Company or its Affiliates). All requests for access pursuant to this Section 6.7 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. Notwithstanding any reportsprovision to the contrary in the Confidentiality Agreement, analyses, appraisals, opinions or other informationthe Confidentiality Agreement shall automatically terminate at the Closing.

Access. At all times during (a) For purposes of facilitating the period commencing on the date of this Agreement and continuing until the earlier to occur transactions contemplated hereby, each of the termination of this Agreement pursuant to Article IX Company and the Acceptance Time, the Company Parent shall afford Parent, Acquisition Sub, their officers, a reasonable number of their (i) the officers and employees and their financial advisors(ii) the accountants, business consultants, legal counsel, accountants financial advisors, financing sources and agents and other agents and representatives of the other Party such reasonable access during normal business hours, upon reasonable noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ personnel and properties, contracts, commitments, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, analysesfinancing, tax returnsoperating, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices environmental and other facilities, properties data and personnel of the Company; provided, however, that information regarding the Company and its Subsidiaries, as Company and Parent may restrict or otherwise prohibit reasonably request. Notwithstanding the foregoing, neither Parent nor the Company shall be required to provide access to or make available to any documents person any document or information to that, in the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to reasonable judgment of such documents or informationParty, (iiA) granting such access violates any of its obligations with respect to confidentiality, (B) is subject to any attorney-client, work-product or other legal privilege, (C) the disclosure of which would violate any obligations of the Company Law or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, legal duty (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event provided that the Company does not provide withholding Party will use reasonable efforts to allow such access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted disclosure in a manner that does not unreasonably result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements), or (D) will interfere with the conduct applicable operations of such Party’s (or its Subsidiaries’) business; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing or sampling at any of the business of properties owned, operated or leased by the Company or its Subsidiaries and nothing herein shall authorize the Company or create a risk its respective Representatives to undertake any environmental testing or sampling at any of damage the properties owned, operated or destruction 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 5.3 for any property competitive or assets other purpose unrelated to the consummation of the transactions contemplated by this Agreement (which transactions shall include, with respect to Parent, the Financing). Each of the Company or and Parent will use its commercially reasonable efforts to minimize any of its Subsidiaries. Any access disruption to the properties businesses of the Company other Party that may result from requests for access. (b) The Parties hereby agree that all information provided to them or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consenttheir respective officers, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorsdirectors, business consultantsemployees, legal counsel, accountants and other agents and and/or representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.6. Nothing in this Section 7.6 hereby shall be construed to require governed in accordance with the Companyconfidential disclosure agreement, any dated as of its Subsidiaries or any Representatives of any of November 13, 2020, by and between the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany and Parent (the “Confidentiality Agreement”).

Access. At all times during the period 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 Acceptance Time(a) Upon reasonable prior notice, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticehours throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and recordsrecords and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the CompanyCompany shall furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Company may restrict shall not be required to permit any inspection or otherwise prohibit access provide other access, or to disclose any documents or information to information, that in the extent that reasonable judgment of the Company would: (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations obligation of the Company or under any of its Subsidiaries Contract with respect to confidentiality to any Person or otherwise breachprivacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, contravene the attorney work product doctrine or similar legal privilege or protection; (iii) violate any then effective Contract to which Legal Requirement; or (iv) result in the disclosure of any Trade Secrets of any third parties or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its reasonable best efforts to make alternative arrangements that would allow Parent (or any of its Subsidiaries is a party, (iiiapplicable Representative) access to such documents information. All information obtained by or provided to Parent and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (b) To the extent that the Company or a Company Subsidiary elects to furnish any information would give rise or material pursuant to a risk of waiving any this Agreement that includes material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege applicable shall remain entitled to such documents protection under these privileges, this Agreement, and under the joint defense doctrine. (c) No exchange of information or informationinvestigation by Parent or its Representatives shall affect or be deemed to affect, modify or (iv) access to a Contract to which waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the Company or any its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Parent set forth in this Agreement. (d) The Company does not provide access or information in reliance on 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 Lawprovide, Contract or obligation or waive such a privilege. Any investigation conducted pursuant no later than ten (10) Business Days prior to the access contemplated by this Section 7.6 shall be conducted Closing Date, a complete and accurate (in a manner that does not unreasonably interfere with the conduct all material respects) list of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consenteach filing, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorspayment, 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. Nothing in this Section 7.6 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 informationsimilar action that must be made or taken on or before the date that is ninety (90) days after the Closing Date in order to obtain, perfect or maintain in full force and effect each item of Company Owned IP.

Access. At all times during the period commencing on from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Merger Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, assets, books and records, contractsContracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel of the CompanyCompany and its Subsidiaries; provided, however, provided that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 held by the Company or information, or its Subsidiaries and (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or is otherwise bound would violate or cause a default under, or give a Person 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 6.9 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 preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.9 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Parent, Merger Sub or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted their respective Representatives pursuant to the access contemplated by this Section 7.66.9. Nothing in this Section 7.6 6.9 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. At all times As necessary during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties Contracts and personnel (including employees and agents) of the Company; providedCompany and its Subsidiaries solely to the extent necessary for the purpose of planning for the potential consummation of the Merger and the operation of the Company following the Closing. Notwithstanding the prior sentence, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a risk result in the waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries 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; provided that the Company does not provide access shall give notice to Parent of the fact that it is withholding such information or information in reliance on documents and thereafter the preceding sentence, it Company shall use its reasonable best efforts to communicate allow the applicable disclosure of such information to Parent (or as much of it as possible) in a way manner that would not violate any of the applicable Lawforegoing clauses (a) through (e). Nothing in this Section 6.6 shall be construed to require the Company, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries (x) shall be subject to the Company’s reasonable safety and security measures and insurance requirements and the terms of any underlying lease thereof, and (y) shall not include any testing, sampling, monitoring or analysis of soil, groundwater, building materials, indoor or ambient air, or other environmental media without the right to perform invasive testing without written consent of the Company, which may be withheld at the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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 Notwithstanding anything to the access contemplated by contrary in this Section 7.6. Nothing Agreement, the Company may satisfy its covenants set forth in this Section 7.6 shall 6.6 by electronic means if physical access is not reasonably feasible. All requests for access pursuant to this Section 6.6 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel and Representatives of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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, provided that the Company shall take all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; (ivc) access to a Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In the event that the Company does not provide ; or (d) such access or information in reliance on 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 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 interferes with the conduct of the business of the Company or and its Subsidiaries or create creates a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Subject to applicable Law and the immediately preceding sentence, the Company will provide Parent with reports of the Company reasonably requested by Parent. Any access to the properties (including systems) of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without testing. Notwithstanding anything to the Company’s prior written consentcontrary herein, in the Company may satisfy its sole discretion. The terms and conditions obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of the Confidentiality Agreement shall apply to any information obtained by Parent COVID-19 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. Nothing in this Section 7.6 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.COVID-19

Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries; provided, however, that (a) the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law (including any COVID-19 Measures) requires the Company or any of its Subsidiaries 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 Person third party or otherwise breach, contravene or violate 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 give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, 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, and (b) in each case, such access may be limited to a Contract to which the extent the Company reasonably determines, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee of the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSubsidiaries. In the event that the Company does not provide access or information in reliance on (x) clauses (a)(i), (a)(ii) or (a)(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 the any applicable Law, Contract or obligation or waive such a privilege, and (y) clause (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not jeopardize the health and safety of any employee of the Company or any of its Subsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s or any of its Subsidiaries’ reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in this Section 7.6 6.6 shall be construed to require the Company, any of its Subsidiaries Company or any Representatives of any of the foregoing to prepare any new reports, analyses, appraisals, opinions or other information.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.8 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request provided in writing to the Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the offices, facilities, properties, Contracts, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, howeverand (ii) request its Representatives to cooperate with Parent’s investigation (at Parent’s sole expense), except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access by Parent or its Representatives 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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; (c) such disclosure relates to interactions with other prospective buyers 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 Merger or the transactions contemplated hereby; (ivd) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) 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 the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent the requested information (or as much of it as possible) in a way that would not violate the waive any applicable Lawprivilege, contravene any applicable Law or Contract or obligation disclose such trade secrets, as applicable. Nothing in this Section 6.6(a) shall be construed to require the Company, any of its Subsidiaries or waive any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that is not already prepared internally in the ordinary course of business at the time of such a privilegerequest. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6(a) shall be conducted in a manner that does not unreasonably (i) interfere or otherwise result in any significant interference with the conduct of the business discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties, or (ii) create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will, to the extent not prohibited by the applicable Lease, include the right to perform non-invasive assessments of the environmental condition of the Leased Real Property or of the compliance of the Company’s operations with Environmental Laws, but will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall will apply to any non-public information obtained disclosed by Parent the Company, its Subsidiaries or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted Representatives pursuant to the access contemplated by this Section 7.66.6(a). Nothing in All requests for access pursuant to this Section 7.6 shall 6.6(a) must be construed directed to require the Chief Financial Officer of the Company or another person designated in writing by 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. (a) At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultantsits accountants, legal counsel, accountants counsel and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords and personnel of the Company to enable Parent to obtain all information concerning the business, contractsincluding the status of product development efforts, analysesproperties, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties results of operations and personnel of the Company, as Parent may reasonably request; provided, however, that notwithstanding the foregoing, neither the Company may restrict or otherwise prohibit nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any documents Legal Requirement or Order or that would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege. In furtherance of the foregoing, no information identifying individual employees or consultants of Company or any of its Subsidiaries or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the EU Personal Data Privacy Directive or similar legislation, except to the extent that (i) any applicable Law requires permitted by a contractual undertaking entered into by the Company and Parent regarding maintenance of privacy of such data in a form reasonably necessary to restrict effect compliance with such legislation. (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 otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of occupied by the Company or any of its Subsidiaries with respect and of reviewing the Company’s books and records regarding such properties from time to confidentiality time as needed to make any Person inspections, evaluations, surveys or tests which Parent may deem necessary or appropriate. (c) No information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 6.6: (i) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, (ii) shall limit or otherwise breach, contravene or violate any then effective Contract affect Parent’s right to which rely on the Company or any of its Subsidiaries is a partyCompany’s representations and warranties in this Agreement, (iii) access to such documents shall be interpreted as a waiver of Parent’s rights or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other remedies under this Agreement and applicable privilege applicable to such documents or information, Legal Requirements or (iv) access to a Contract to which shall otherwise limit, impair or affect the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information remedies available to Parent in a way that would not violate the and Merger Sub under this Agreement and applicable Law, Contract or obligation 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionLegal Requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by provided to 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. Nothing in this Section 7.6 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 information6.6.

Access. At all times during (a) Following the period commencing on the date Effective Date, Administrator shall afford, and will cause its Affiliates to afford, to Company and any of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timeits Affiliates, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access or a designated representative, during normal business hours, upon reasonable notice, the right to examine and make copies of the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel records maintained by Administrator pursuant to Section 13.1 for such period as this Agreement is in effect or for as long thereafter as any rights or obligations of the Company; provided, however, that the Company may restrict survives 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) granting such access would violate any obligations of the may be reasonably required by Company or any of its Subsidiaries Affiliates in connection with (i) the preparation of financial statements, (ii) responding to regulatory inquiries or other regulatory purposes, (iii) the preparation of tax returns or in connection with any audit, amended return, claim for refund or any proceeding with respect thereto, (iv) the investigation, arbitration, litigation and final disposition of any claims which may have been or may be made against Company in connection with the Insurance Contracts or which Company may make with respect to confidentiality the Insurance Contracts, excluding in each case claims made by or against Administrator or its Affiliates, or (v) any other reasonable business purpose. Each of Company and its Affiliates, at its own cost and expense, shall have the right to duplicate all books and records relating to the Insurance Contracts. Administrator will not, and will cause its Affiliates to not, dispose of, alter or destroy any Person such books and records and other materials other than in accordance with Administrator’s books and records retention policy as may be amended from time to time but in any case for at least seven (7) years after the termination or expiration of all Insurance Contracts or as otherwise breachrequired under the Purchase Agreement. Except as set forth in the Purchase Agreement, contravene all such books and records pertaining to the Insurance Contracts shall remain the property of Company; provided that Administrator may keep a copy of such books and records subject to its normal records retention policies. (b) Following the Effective Date, Company shall afford, and will cause its Affiliates to afford, to Administrator and any of its Affiliates, counsel, accountant or violate a designated representative, during normal business hours, the right to examine and make copies of any then effective Contract books and records retained by Company or its Affiliates which relate to the Insurance Contracts or which are otherwise relevant to the Company Insurance Contracts for such period as this Agreement is in effect or for as long thereafter as any rights or obligations of Administrator survives or to the extent that such access may be reasonably required by Administrator or any of its Subsidiaries is a partyAffiliates in connection with (i) the preparation of financial statements, (ii) responding to regulatory inquiries or other regulatory purposes, (iii) access to such documents the preparation of tax returns or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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 audit, amended return, claim for refund or any proceeding with respect thereto, (iv) the investigation, arbitration, litigation and final disposition of any claims which may have been or may be made against Administrator or its Affiliates in connection with the Insurance Contracts or which Administrator or its Affiliates may make with respect to the access contemplated Insurance Contracts, excluding in each case claims made by this Section 7.6or against Company or its Affiliates, or (v) any other similar, reasonable business purpose. Nothing Each of Administrator and its Affiliates, at its own cost and expense, shall have the right to duplicate all such books and records relating to the Insurance Contracts. Company will not, and will cause its Affiliates to not, dispose of, alter or destroy any such books and records and other materials other than in this Section 7.6 shall accordance with Company’s books and records retention policy as may be construed amended from time to require time but in any case for at least seven (7) years after the Company, any termination or expiration of its Subsidiaries all Insurance Contracts or any Representatives of any of as otherwise required under the foregoing to prepare any reports, analyses, appraisals, opinions or other informationPurchase Agreement.

Access. At all times during the period commencing on the date of this Agreement and continuing until Until the earlier to occur of the Closing or the termination of this Agreement pursuant to Article IX VIII, each Seller shall afford to the Buyer and its directors, officers, employees, accountants, attorneys, bankers, business advisers, consultants, agents and representatives reasonable access, at reasonable times, during regular business hours and upon reasonable prior notice and in a manner so as not to interfere with the normal business operations of the Business, to the books, records, personnel (with a representative of the Sellers present) and properties exclusively related to the Business so that the Buyer, at its own expense, may have an opportunity to make such review, examination and investigation of the Acquired Assets and the Acceptance TimeBusiness. Each Seller will cause the employees, the Company shall afford Parentaccountants, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants attorneys and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; providedBusiness to reasonably cooperate with said review, howeverexamination and investigation. Notwithstanding the foregoing, that none of the Company may restrict or otherwise prohibit access to any documents or information to the extent that Sellers shall be obligated (i) to provide any applicable Law requires information or documents that are the Company to restrict subject of confidentiality agreements in existence on the date hereof, or otherwise prohibit access to such documents or information, (ii) granting such to provide any information, documents or access that would (A) violate the provisions of any obligations of the Company applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries it is a party or otherwise bound would violate or (B) cause a default underthe loss of the attorney-client privilege with respect thereto; provided, or give a Person the right terminate or accelerate the rights under, such Contract. In the event however in each case that the Company does not provide access or information in reliance on the preceding sentence, it Sellers shall use its commercially reasonable best efforts to communicate the applicable provide such information to Parent in a way that would not violate the applicable Law, Contract or obligation 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 violate the conduct provisions of applicable law or the business confidentiality provisions set forth in the applicable agreement or cause the loss of attorney-client privilege. The Buyer and the Company or its Subsidiaries or create a risk of damage or destruction to Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by any property or assets of the Company Seller or any of its Subsidiaries. Any access such Seller’s Affiliates to the properties of Buyer pursuant to this Agreement prior to the Company or any of its Subsidiaries Closing shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, treated in its sole discretion. The terms and conditions of accordance with the Confidentiality Agreement 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. Nothing in this Section 7.6 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 informationAgreement.

Access. At all times during the period commencing on the The Company and Parent agree that upon reasonable notice, and except as may otherwise be required or restricted by (i) applicable Law or (ii) any binding agreement entered into prior to date of this Agreement Agreement, each shall (and continuing until shall cause its Subsidiaries to) afford the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their other's officers, a reasonable number of their employees and their financial advisorsemployees, business consultants, legal counsel, accountants and other agents and authorized representatives reasonable access access, during normal business hours, upon reasonable noticehours throughout the period prior to the Effective Time, to the its officers, properties, books and recordsrecords and, contractsduring such period, analyseseach shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, tax returnsproperties, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices personnel and other facilities, properties and personnel of the Company; provided, however, that the Company Litigation Claims as may restrict or otherwise prohibit access to any documents or information reasonably be requested but only to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section 7.1 shall affect or be deemed to modify any obligations of representation or warranty made by the Company, Parent or Merger Sub in this Agreement. Neither the Company or Parent nor any of its respective Subsidiaries with respect shall be required to confidentiality provide access to any Person or otherwise breach, contravene to disclose information where such access or disclosure would violate any then effective Contract to which or prejudice the Company or any rights of its Subsidiaries is a partyclients, (iii) access to such documents or information would give rise to a risk of waiving any jeopardize the attorney-client privilegeprivilege thereof or contravene any Law, work product doctrine rule, regulation, order, judgment, decree or other applicable privilege applicable binding agreement entered into prior to the date of this Agreement; provided that such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate obtain contractual waivers and consents and implement requisite procedures to enable the applicable provision of access and disclosure without such violations, prejudices or contraventions. All requests for information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted made pursuant to the access contemplated by this Section 7.6 7.1 shall be conducted in a manner that does not unreasonably interfere with directed to an executive officer of Parent or the conduct of the business of the Company Company, as applicable, or its Subsidiaries financial advisors or create a risk of damage or destruction to any property or assets of the Company or any such other Person as may be designated by either of its Subsidiariesexecutive officers. Any access All such information disclosed pursuant to the properties of the Company or any of its Subsidiaries this Section 7.1 shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 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 informationAgreement.

Access. At all times during the period 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 Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract to which the any Company or any of its Subsidiaries Group Member is a party or otherwise bound would violate or cause a material default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets of 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; provided that the Company does not provide access shall give notice to Parent of the fact that it is withholding such information or information in reliance on documents and thereafter the preceding sentence, it Company shall use its reasonable best efforts to communicate allow the applicable disclosure of such information to Parent (or as much of it as possible) in a way manner that would not violate any of clauses (a) through (e). Nothing in this Section 6.7 will be construed to require the applicable LawCompany Group or any of its Representatives to prepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.7 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesCompany. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.7. Nothing in All requests for access pursuant to this Section 7.6 shall 6.7 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during During the period 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 Acceptance TimeInterim Period, the Company shall will use commercially reasonable efforts to afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group to the extent reasonably requested by Parent in furtherance of the consummation of the Merger, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company Group 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract existing as of the date hereof to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; or (d) access would result in the event disclosure of any trade secrets of third Persons; provided, however, that the Company does not will notify Parent in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and the Company shall, and shall cause the Company Subsidiaries to, provide such access or disclosure of such information in reliance on the preceding sentencecases of the foregoing subsections (a) or (e) to the maximum extent possible. Nothing in this Section 7.5 will be construed to require the Company Group or any of its Representatives to prepare any reports, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Lawanalyses, Contract appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 7.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the business or operations of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures measures, health and safety measures, and insurance requirements and shall will not include the right to perform invasive testing without testing, including any air, soils or groundwater sampling, including any Phase II environmental assessments. Notwithstanding anything to the Company’s prior written consentcontrary in this Agreement, in the Company may satisfy its sole discretionobligations set forth above by electronic means if physical access is not permitted under applicable law or not practicable as a result of any COVID-19 Measure or Force Majeure Event (including COVID-19). The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information7.5.

Access. At all times during During the period commencing on from the date of this Agreement and continuing until to the earlier to occur of the termination of Closing and the date that this Agreement pursuant to Article IX and the Acceptance Timeis terminated in accordance with its terms, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees grant to Buyer and their financial advisors, business consultants, legal counsel, accountants and other agents and its authorized representatives reasonable access access, during normal business hours, hours and upon reasonable notice, to the personnel, properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel records of the Company that are in the possession or under the control of the Company to the extent relating to the transition of the Company’s business to Buyer; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent provided that (ia) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 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 normal operations of the Company, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (c) all requests for access shall be directed to Xxxxxxx Xxxxxxx or his designee at Moelis & Company or such other Person as the Company may designate in writing from time to time (the “Designated Contact”), and (d) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer if such access or disclosure (x) would cause significant competitive harm to the Company if the transactions contemplated by this Agreement are not consummated or (y) would be in violation of applicable laws or regulations of any Governmental Entity (including the HSR Act and other anti-competition laws) or the provisions of any agreement to which the Company is a party; provided, that, the Company shall deliver to Buyer a reasonable description of the nature of any such items, documents or other materials or information so withheld from Buyer under this subsection (d). Other than the Designated Contact or as expressly provided in the preceding sentence, Buyer is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, employee, manager, customer, supplier, distributor, lessee, lessor, lender or other material business relation of the Company prior to the Closing without the prior written consent of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesDesignated Contact. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements Buyer shall, and shall not include cause its representatives to, abide by the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply with respect to such access and any information obtained by Parent furnished to it 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. Nothing in this Section 7.6 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.3A.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ‎Article IX and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel (including employment terms, manuals, handbooks, policies and guidelines) as Parent may reasonably request to prepare for the Closing or the post-Closing integration, including and subject to the foregoing (a) any report, schedule and other document filed or furnished by it with the ISA and any material communication (including “comment letters”) received by the Company from the ISA 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person 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 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. Parent and its Representatives shall have the right to consult on a regular basis with each of the members of the Company’s senior management team, in each case, so that Parent and Merger Sub may obtain all information concerning the business, assets or affairs of the Company as they may reasonably need to prepare for the Closing or the post-Closing integration. 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 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, as may be reasonably necessary to prepare for the Closing or the post-Closing integration. Any investigation conducted pursuant to the access contemplated by this Section 7.6 ‎Section 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information‎Section 5.4.

Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business Affiliates, accountants, consultants, legal counsel, accountants financial advisors, financing sources and agents and other agents representatives (collectively, “Representatives”), and, subject to their joinder to the Confidentiality Agreements or their having executed a confidentiality agreement with the Company in form and representatives substance reasonably acceptable to the Company (it being understood that a confidentiality agreement with the Company having provisions as to confidential treatment of information and other terms that are not less favorable in any material respect to the Company than the confidentiality and other provisions of the Initial Confidentiality Agreement will be deemed to be reasonably acceptable to the Company), bona fide potential purchasers of assets of the Company and its Subsidiaries and their respective Representatives as may reasonably be requested by Parent, reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ personnel, properties, contracts, commitments, books and recordsrecords (provided that in the case of such potential purchasers of assets and their respective Representatives, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit limit such access to the assets of the Company and its Subsidiaries that are the subject of such potential purchase and, if applicable, apply “clean team” and other similar customary procedures), other than any documents or information such matters that relate to the extent that negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or any Alternative Proposal or Superior Proposal (i) any applicable Law requires which shall be governed by Section 5.4). The foregoing notwithstanding, the Company shall not be required to restrict or otherwise prohibit access to such documents or information, (ii) granting afford such access if it would violate any obligations unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect to confidentiality to Subsidiaries, would cause a violation of any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to cause a risk of waiving any attorney-client privilege, work product doctrine a loss of privilege or other applicable privilege applicable trade secret protection to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is or would constitute a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contractviolation of any applicable Law. In the event that the Company does not provide access or information in reliance on the preceding sentence, it The parties hereto shall use its reasonable best efforts to communicate make appropriate substitute arrangements under circumstances in which the applicable information restrictions of the preceding sentence apply to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the allow 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 or its Subsidiaries or create a risk of damage or destruction result in such effects. (b) Parent hereby agrees that all information provided to any property or assets of the Company it or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.6. Nothing in this Section 7.6 hereby shall be construed to require treated in accordance with, the Companyconfidentiality agreement, any dated as of its Subsidiaries or any Representatives February 5, 2018, between the Company and Kohlberg Kravis Xxxxxxx & Co. L.P. (the “Initial Confidentiality Agreement”), and the Clean Team Confidentiality Agreement, dated as of any of April 6, 2018, between the foregoing to prepare any reportsCompany and Kohlberg Kravis Xxxxxxx & Co. L.P. (together with the Initial Confidentiality Agreement, analyses, appraisals, opinions or other informationthe “Confidentiality Agreements”).

Access. At all times during (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs, and (ii) the date on which this Agreement and continuing until the earlier to occur of the termination of this Agreement is terminated pursuant to Article IX and the Acceptance Time§7.1, the Company shall, and shall cause each of the Company Subsidiaries to, upon reasonable notice, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Purchaser and Merger Sub and their financial advisorsrespective Representatives, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, hours to the officers, directors, accountants, properties, books and recordsrecords of the Company and the Company Subsidiaries and, contractsduring such period, analysesthe Company shall, tax returnsand shall cause each of the Company Subsidiaries to, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices furnish promptly to Purchaser and other facilitiesMerger Sub all information concerning the business, properties and personnel of the CompanyCompany and the Company Subsidiaries as Purchaser and Merger Sub may reasonably request; provided, however, that the Company may restrict or otherwise prohibit the foregoing access to any documents or information to the extent that (i) in the reasonable judgment of the Company, any Law applicable Law requires to the Company or the Company Subsidiaries requires it to restrict or otherwise prohibit access to such documents any of the business, properties, information or informationpersonnel of the Company or the Company Subsidiaries; provided, (ii) granting further, that such access would violate any obligations shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide or cause to be provided to Purchaser, Merger Sub or their respective Representatives any information or access that it reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of its Subsidiaries is a party, (iii) access to such documents any confidentiality agreement or information would give rise to a risk cause forfeiture of waiving any the attorney-client privilege, work product doctrine or other applicable privilege applicable to provided that, in such documents or informationevent, or (iv) access to a Contract to which the Company or any shall use commercially reasonable efforts to cooperate with Purchaser to permit disclosure of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on manner consistent with the preceding sentencepreservation of such Law, it shall use its reasonable best efforts to communicate rules or regulations, confidentiality agreement or privilege (including by seeking the consent of the applicable information party to Parent whom the duty of confidentiality is owed). (b) Nothing contained in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 Agreement shall be conducted in a manner that does not unreasonably interfere with construed to give to Purchaser or Merger Sub, directly or indirectly, rights to control or direct the conduct of the business operations of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access Subsidiaries prior to the properties of Effective Time. Prior to the Effective Time, the Company or any of its Subsidiaries shall be subject to exercise, consistent with the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any this Agreement, complete control and supervision of its financial advisors, business consultants, legal counsel, accountants operations and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any those of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany Subsidiaries.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company and its Subsidiaries (and the Company’s outside accountant); provided, however, provided that the Company may restrict or otherwise prohibit access to any documents or information (i) to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of to the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) extent that 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 (iviii) pursuant to mutually agreed “clean team” procedures established by the parties, to the extent that access to such documents or information could potentially be used by Parent in a Contract manner that would materially alter the competitive dynamic between Company and Parent if the Merger were not consummated; provided, further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to which the access contemplated by this Section 6.8 shall affect or be deemed to modify any representation or warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand 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 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, to the extent practicable, by providing such information in redacted form as 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 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionPhase 1 or Phase 2 environmental assessments or other invasive testing. The terms and conditions of the confidentiality letter agreement dated May 8, 2017 between the Company and Parent (the “Confidentiality Agreement Agreement”), shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in this Section 7.6 6.8 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall shall, subject to restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany for purposes that are, howeverin good faith, directly and actually related to, and explicitly necessary for, the consummation of the Merger and the purpose of planning for integration following the consummation of the Merger, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting information or providing access to such access documents or information would violate any obligations of or cause a default pursuant to, or give a third Person the Company right terminate or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breachaccelerate the rights pursuant to, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, such Contract; (iiib) 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 ; (ivc) access to a Contract to which would result in the Company or disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries is a party or otherwise bound would violate any third Persons; or cause a default under, (d) such documents or give a Person the right terminate or accelerate the rights under, such Contract. In the event that information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand. Nothing in this Section 6.8 shall use be construed to require the Company, any of its reasonable best efforts Subsidiaries or any of their respective Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee of the Company or any of its Subsidiaries not involved in the negotiation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, in its sole discretion. The terms and conditions Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Confidentiality Agreement 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 Company. All requests for access pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company or other Person designated by 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall shall, subject to restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request, (i) to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company solely for the purpose of consummating the Transactions and (ii) to discussions with the personnel of the Company; provided, howeversolely to the extent reasonably necessary for the purpose of planning for integration and transition, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting information or providing access to such access documents or information would violate any obligations of or cause a default pursuant to, or give a third Person the Company right terminate or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breachaccelerate the rights pursuant to, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, such Contract; (iiib) 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 ; (ivc) access to a Contract to which would result in the Company or disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries is a party or otherwise bound would violate any third Persons; or cause a default under, (d) such documents or give a Person the right terminate or accelerate the rights under, such Contract. In the event that information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand. Nothing in this Section 6.8 shall use be construed to require the Company, any of its reasonable best efforts Subsidiaries or any of their respective Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee of the Company or any of its Subsidiaries not involved in the negotiation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, in its sole discretion. The terms and conditions Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Confidentiality Agreement 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 Company. All requests for access pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company or other Person designated by 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request provided in writing to the Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the properties, books and records, contractsemployees, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices consultants and other facilities, properties and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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; (c) such disclosure relates to interactions with other prospective buyers 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 Merger or the transactions contemplated hereby; (ivd) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) 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 the Company does not provide access shall give notice to Parent of the fact that it is withholding such information or information in reliance on documents and thereafter the preceding sentence, it Company shall use its reasonable best efforts to communicate allow the applicable disclosure of such information to Parent (or as much of it as possible) in a way manner that would not violate any of clauses (a) through (f). Nothing in this Section 6.8 shall be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without testing. Subject to Section 9.4, the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained disclosed by Parent the Company, its Subsidiaries or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted Representatives pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the Chief Financial Officer of the Company or another person designated in writing by 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. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford to Parent, Acquisition Sub, its Affiliates and their respective officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, financing sources, consultants, legal counsel, accountants financial advisors and agents and other agents and representatives (collectively, “Representatives”), reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ employees, officers, properties, contracts, commitments, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices other than any such matters that relate to the negotiation and other facilities, properties and personnel execution of this Agreement or with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal (but without limiting the Company; provided’s obligations under Section 5.5 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, however, that the Company may restrict or otherwise prohibit shall not be required to afford such 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) granting if such access would violate any obligations or would be reasonably likely to, (x) unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect Subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company or any of its Subsidiaries Affiliates is a party); provided, (iii) access that the parties shall use commercially reasonable efforts to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to make appropriate substitute arrangements under circumstances in which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide foregoing restrictions apply to allow access or information in reliance on 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 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 result in such effect; or (ii) to such information that relates to the conduct minutes of the business meetings of the Company Board of Directors or its Subsidiaries committees where the Board of Directors or create any applicable committee discussed the transactions contemplated hereby or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a risk of damage specific meeting, or destruction otherwise relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any property access or assets make any disclosure pursuant to this Section 5.4 to the extent such access or information is reasonably pertinent to a litigation where in the case of the Company or any of its SubsidiariesAffiliates, on the one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Any To the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable antitrust Laws, information disclosed pursuant to this Section 5.4 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent or the Company, as applicable. Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above to provide access to employees, officers, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the properties of the Company applicable Law (including any COVID-19 Measures). (b) Parent hereby agrees that all information provided to it or any of its Subsidiaries Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be subject deemed to be Confidential Information, as such term is used in, and shall be treated in accordance with, (i) the confidentiality agreement, dated as of April 26, 2021, between the Company and the Conifer Guarantor (the “Conifer Confidentiality Agreement”) and the confidentiality agreement, dated as of April 26, 2021, between the Company and the Cedar Guarantor (the “Cedar Confidentiality Agreement”). (c) No access or information provided or notification thereof (other than the qualification of Article 3 as set forth in the opening paragraph of Article 3) shall limit any of Parent or Merger Sub’s rights, on the one hand, or the Company’s reasonable security measures rights on the other hand, and insurance requirements and shall not include the right remedies under this Agreement. (d) The Company hereby agrees that all information provided to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent it or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives by Walnut in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.6. Nothing in this Section 7.6 hereby shall be construed deemed to require be Confidential Information, as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of July 29, 2021, between the Company, any of its Subsidiaries or any Representatives of any of Conifer Guarantor and Walnut (together with the foregoing to prepare any reportsConifer Confidentiality Agreement and the Cedar Confidentiality Agreement, analyses, appraisals, opinions or other informationthe “Confidentiality Agreements”).

Access. At all times during the period 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 Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person third party the right 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 7.8 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 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. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole and absolute discretion. The terms and conditions of the Confidentiality Agreement 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 7.67.8. Nothing in this Section 7.6 7.8 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Acceptance Effective Time, the Company shall (a) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsContracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and personnel (including employees and agents) of the Company and its Subsidiaries and (promptly following the execution of a consent in form and substance reasonably acceptable to such auditors or independent accountants) accounts and work papers of the Company’s and its Subsidiaries’ independent accountants and auditors and (b) furnish to Parent all other facilitiesinformation and documents concerning or regarding its businesses, properties and assets (including Intellectual Property Rights but excluding Trade Secrets) and personnel of the Companyas may be reasonably requested by Parent; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that the Company determines (upon the advice of outside legal counsel) that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting access to such access documents would violate any obligations be in violation of the Company HSR Act, Xxxxxxx Act, or any of its Subsidiaries with respect to confidentiality to any Person applicable non-U.S. antitrust or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a partycompetition laws, (iii) access to such documents or information would give rise to a risk of waiving result in the waiver any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person third party the right to terminate or accelerate the rights under, such ContractContract or otherwise; and provided further, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.7 shall affect or be deemed to affect, modify or waive 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 preceding sentence, it shall use its reasonable best efforts to allow for such access or disclosure or 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. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.7 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform Phase 1 or Phase 2 environmental assessments or other invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement 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 7.66.7. Nothing in this Section 7.6 6.7 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. At all times during During the period 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 Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords and personnel of the Company and its Subsidiaries and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices the Company shall (and other facilitiesshall cause its Subsidiaries to) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel of as Parent may reasonably request, including with respect to the CompanyCompany 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 (a) 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 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) in good faith determines access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (iviii) such documents or information relate to the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 6.2 and Section 6.3, an Acquisition Proposal or Superior Proposal, and (b) in each case, any physical access to a Contract the properties, information and personnel of the Company and its Subsidiaries may be limited to which the extent the Company in good faith determines, in light of COVID-19 or any COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSubsidiaries. In the event that the Company does not provide access or information in reliance on (x) clauses (a)(i) or (a)(ii) 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 the any applicable Law, Contract or obligation Law or waive such a privilege, and (y) clause (b) of the preceding sentence, it shall use its reasonable best efforts to provide access to Parent and its Representatives in a way that the Company in good faith determines would not reasonably be expected to 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 7.6 (1) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries and (2) shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. 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, appraisals or opinions or other informationthat are not readily available.

Access. At all times during During the period commencing on from the date of this Agreement and continuing until to the earlier to occur of the termination of Closing and the date that this Agreement pursuant to Article IX and is terminated in accordance with its terms (the Acceptance Time“Pre-Closing Period”), the Company shall, and shall afford Parentuse commercially reasonable efforts to cause its representatives to, Acquisition Sub(i) grant to Buyer and its authorized representatives, their officersreasonable access, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, hours and upon reasonable notice, to the properties, personnel and properties and to all existing books and records, contractsTax Returns, analyseswork papers, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices Licenses and other facilities, properties documents and personnel information (provided that no such access shall be granted for the purpose of conducting any environmental audit or other investigation) relating to the Company and its Subsidiaries that are in the possession or under the control of the Company; 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, and its Subsidiaries and (ii) granting provide Buyer and Buyer’s representatives with copies of such existing books, records, Tax Returns, work papers, Licenses and other documents and information relating to the Company as Buyer may reasonably request; provided that (a) such access would violate any obligations does not unreasonably interfere with the normal operations of the Company or any its Subsidiaries, (b) all requests for access shall be directed to the Chief Financial Officer of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company (with a copy to the General Counsel of the Company) or any of its Subsidiaries is a partysuch other Person as the Company may designate in writing from time to time (the “Designated Contact”), and (iiic) nothing herein shall require the Company to provide access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationto, or to disclose any information to, Buyer if such access or disclosure would be in violation of applicable Legal Requirements of any Governmental Entity (ivincluding the HSR Act and other anti-competition Legal Requirements) access to a Contract or the provisions of any currently existing agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underor, or give a Person the right terminate or accelerate the rights undersubject to compliance with Section 3B, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts any agreement to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of which the Company or any of Subsidiary becomes a party during the Pre-Closing Period. Other than the Designated Contact or as expressly provided in the preceding sentence or as authorized by the Designated Contact, Buyer is not authorized to and shall not (and shall cause its Subsidiaries. Any access to the properties employees, agents, representatives and Affiliates not to) contact any employee, customer, patient, supplier, distributor, lessee, lessor, lender or other material business relation of the Company or any of its Subsidiaries shall be subject prior to the Closing regarding the transactions contemplated by this Agreement or the Company’s reasonable security measures and insurance requirements its Subsidiaries’ businesses without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall, and shall not include cause its representatives to, abide by the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply with respect to such access and any information obtained by Parent furnished to it 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. Nothing 3A. Buyer and its Representatives will hold any such information in this Section 7.6 shall be construed to require accordance with the Company, any of its Subsidiaries or any Representatives of any terms of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationConfidentiality Agreement.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.8 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s 's reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX 9 and the Acceptance TimeClosing, the Company shall will afford Parentthe Investor reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to Xx. Xxxx Xx, Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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; (c) (subject to the Company’s obligations under Section 5.03) 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 Transaction or the transactions contemplated hereby; (ivd) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and the Investor and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the applicable right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to Parent cease to benefit from legal privilege, including by redacting or obtaining consent in a way that would not violate connection therewith. Nothing in this Section 6.07 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals or waive such a privilegeopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.07 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent the Investor or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.07. Nothing in All requests for access pursuant to this Section 7.6 shall 6.07 must be construed directed to require Xx. Xxxx Xx, Chief Financial Officer of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Newco and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation (including any laws or regulations relating to security clearances) requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 (ivc) 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 Person third party the right to terminate or accelerate the rights under, such Contract. In the event Contract (provided that the Company does not provide access and Newco shall cooperate in good faith to design and implement alternative procedures to enable Newco to evaluate any such Contracts without causing a violation or information default thereunder or giving any third party a right to terminate or accelerate the rights thereunder); and provided further, that nothing in reliance on this Section 6.9 or elsewhere in this Agreement shall be construed to require the preceding sentenceCompany or its Representatives to prepare any reports, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Lawanalyses, Contract appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.9 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Newco 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. Nothing in this Section 7.6 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 information6.9.

Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices records (including financial and operating data and all other facilities, properties information relating to the business of the Company and its Subsidiaries reasonably requested by Parent) and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right terminate or accelerate an obligations under, any then effective Contract in effect as of the date hereof to which the Company or any of its Subsidiaries is a party, or (iiic) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a reasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.1. Nothing in this Section 7.6 5.1 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 reportsappraisals or opinions. No access or information provided pursuant to this Section 5.1 will operate as a waiver or otherwise affect any of the representations, analyseswarranties, appraisals, opinions covenants or other informationagreements of the parties contained in this Agreement.

Access. At all times during the period commencing on the date of this Agreement The Buyer and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their its respective officers, a reasonable number of their employees and their financial advisorsdirectors, business consultants, legal counselattorneys, accountants and other agents representatives, and the Buyer's financing sources and their respective officers, directors, partners, members, attorneys, accountants and representatives, shall be permitted to examine the property, books and records of the Company and each Subsidiary, and such officers, directors, attorneys, accountants and representatives shall be afforded reasonable access during normal business hourshours to such property, books and records (and to the Properties for the purposes of, among other things, testing or other assessments, at the Buyer's sole option, of soil, groundwater, structural and mechanical components, tanks or other conditions), upon reasonable notice, prior notice and the Company shall promptly make available to the propertiesBuyer all other information concerning the Business, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, its properties and its personnel of as the CompanyBuyer may reasonably request; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted at the Buyer's expense, under the reasonable supervision of the Company's personnel and in such a manner that does as to maintain the confidentiality of such information and not to unreasonably interfere with the conduct normal operation of the business of the Company or its Subsidiaries or create a risk of damage or destruction Subsidiaries. Notwithstanding anything to any property or assets the contrary contained in this Agreement, none of the Company Company, any Subsidiary or any of its Subsidiaries. Any access Seller shall have any obligation to disclose any information to the properties Buyer if such disclosure would (a) result in a material breach of any agreement to which the Company, such Subsidiary or such Seller is a party or is otherwise bound, (b) reasonably be expected to jeopardize any attorney-client or other legal privilege of the Company Company, such Subsidiary or such Seller, or (c) result in a violation of any of Laws or fiduciary duties applicable to the Company, such Subsidiary or such Seller. The information contained in the Disclosure Schedule or delivered to the Buyer or its Subsidiaries authorized representatives pursuant hereto shall be subject to the Company’s reasonable security measures Confidentiality Agreement, and, for that purpose and insurance requirements and shall not include to that extent, the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained are incorporated herein 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. Nothing in this Section 7.6 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 informationreference.

Access. At all times during the period commencing on From the date of this Agreement and continuing until to the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall, and shall afford Parent, Acquisition Sub, their officers, a reasonable number cause each of its subsidiaries and each of their employees respective Representatives to: (i) provide to Parent and Merger Sub and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hourshours in such a manner as not to interfere unreasonably with the operation of the business conducted by the Company or any of its subsidiaries, upon reasonable noticeprior written notice to the Company, to the officers, employees, auditors, properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel facilities of the CompanyCompany and its subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent and Merger Sub and their respective Representatives such information concerning the business, properties, contracts, assets and liabilities of the Company and its subsidiaries as Parent and Merger Sub or their respective Representatives may reasonably request; and (iii) to the extent permitted by law, furnish promptly to Parent each report, schedule and other document filed or received by the Company or any of its subsidiaries pursuant to the requirements of federal or state securities or regulatory laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Authority; provided that the foregoing shall not require the Company or any of its subsidiaries or Representatives to furnish any such materials that are otherwise publicly available; provided, howeverfurther, that the Company may restrict shall not be required to (or otherwise prohibit to cause any of its subsidiaries to) afford such access to any documents or furnish such information to the extent that (i) any applicable Law requires the Company to restrict believes in good faith that doing so would: (A) result in a loss of attorney-client privilege or otherwise prohibit access to such documents or information, work-product protection; (iiB) granting such access would violate any obligations of the Company or any of its Subsidiaries subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries subsidiaries is a party; or (C) breach, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationcontravene, or violate any applicable law (iv) access to a Contract to which including the Company HSR Act or any of its Subsidiaries is a party other antitrust or otherwise bound would violate or cause a default undercompetition law); provided, or give a Person the right terminate or accelerate the rights underfurther, such Contract. In the event that the Company does not provide shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to allow such information to be disclosed to Parent, Merger Sub and their respective Representatives and shall otherwise use commercially reasonable efforts to allow for such access or information in reliance on 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted disclosure in a manner that does not unreasonably interfere with the conduct result in a breach of the business of the Company clauses (A), (B) or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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 (C) (including pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed use of “clean room” arrangements pursuant to require the Company, any of its Subsidiaries or any which Representatives of any of the foregoing Parent could be provided access to prepare any reports, analyses, appraisals, opinions or other such information).

Access. At all times during the period commencing on with the date 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 Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel (including employment terms, manuals, handbooks, policies and guidelines) as Parent may reasonably request to prepare for the Closing or the post-Closing integration, including and subject to the foregoing (a) any report, schedule and other document filed or furnished by it with the ISA and any material communication (including “comment letters”) received by the Company from the ISA 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person 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 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. Parent and its Representatives shall have the right to consult on a regular basis with each of the members of the Company’s senior management team, in each case, so that Parent and Merger Sub may obtain all information concerning the business, assets or affairs of the Company as they may reasonably need to prepare for the Closing or the post-Closing integration. 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 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, as may be reasonably necessary to prepare for the Closing or the post-Closing integration. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.4.

Access. At all times during the period commencing on with the date 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 Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsofficers, analysesemployees and accountants of the Company and its Subsidiaries and, tax returnsduring such period, datathe Company shall, regulatory materialsand shall cause each of its Subsidiaries to, reportsfurnish promptly to Parent and its Representatives any information concerning its business, projectionsTaxes, plansproperties or personnel as Parent may reasonably request, systemsincluding (a) any report, senior management, commitments, offices schedule and other facilitiesdocument filed or furnished by it with the ISA or the TASE and any material communication (including “comment letters”) received by the Company from the ISA or the TASE in respect of such filings, properties and personnel (b) internal monthly consolidated financial statements of the CompanyCompany and its Subsidiaries, to the extent prepared for the Company Board 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person 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 7.6 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without testing. 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’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives or employees in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.4.

Access. (a) At all reasonable times during the period commencing on upon the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX Section 10.1 and the Acceptance Effective Time, the Company shall, and shall cause its Subsidiaries and Representatives to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable written notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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, (iii) access to such documents or information would violate any obligation of confidentiality by the Company or a Subsidiary of the Company, or (iv) 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 Person third party the right to terminate or accelerate the rights under, such Contract. In ; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the event that access contemplated by this Section 6.4(a) shall affect or be deemed to modify any representation or warranty of the Company does not provide access or information set forth in reliance on 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 waive such a privilegethis Agreement. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement 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. Nothing 6.4(a). (b) Unless prohibited by applicable Law, the Company shall (i) keep Parent promptly informed of any communication, correspondence, filing or response (in this Section 7.6 shall be construed each case whether written or oral) with or from the FDA, EMA and any other comparable Governmental Authority and provide copies of all such written communications, correspondences, filings or responses, (ii) provide Parent with a reasonable advance opportunity to require review and comment upon, and consider in good faith the Companyviews and comments of Parent prior to submitting or making, or otherwise taking any other action with respect to, any of its Subsidiaries communication, correspondence, filing or response to the FDA, EMA or any Representatives other comparable Governmental Authority, (iii) give Parent reasonable advance notice of any in-person or telephonic meeting or conference with the FDA, EMA or any other comparable Governmental Authority, (iv) consult with Parent in advance of, and provide Parent an opportunity to participate in, each of such meetings, and (v) promptly notify Parent of any data relating to the safety or effectiveness of the foregoing Key Product not previously provided to prepare any reportsParent and keep Parent promptly informed of, analysesand consider Parent’s views with respect to, appraisals, opinions or other informationthe status of the development and implementation of the launch of the Key Product.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the Acceptance TimeClosing, the Company shall will afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contractsContracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices personnel and other facilities, properties and personnel commercial counterparties of the Company; providedCompany Group, howeverincluding with respect to commercial counterparties in the manner specified in Section 8.6 of the Company Disclosure Letter, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company Group 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries 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; provided, however, that the Company does not will notify Parent in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and the Company shall use commercially reasonable best efforts, and shall cause the Company’s Subsidiaries to use commercially reasonable best efforts, to provide such access or disclosure of such information in reliance on the preceding sentencecases of the foregoing sections (a), it (b), (c) or (d) to the extent legally permissible. Nothing in this Section 8.6 shall use be construed to require the Company, any of its reasonable best efforts Subsidiaries or any of their respective Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 8.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.68.6. Nothing in All requests for access pursuant to this Section 7.6 shall 8.6 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article IX and the Acceptance (2) Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any Trade Secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 7.6 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of its or their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in All requests for access pursuant to this Section 7.6 shall must be construed directed to require the Company, any of its Subsidiaries ’s General Counsel or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period 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 Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract to which the any Company or any of its Subsidiaries Group Member is a party or otherwise bound would violate or cause a material default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets of 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; provided that the Company does not provide access shall give notice to Parent of the fact that it is withholding such information or information in reliance on documents and thereafter the preceding sentence, it Company shall use its reasonable best efforts to communicate allow the applicable disclosure of such information to Parent (or as much of it as possible) in a way manner that would not violate any of clauses (a) through (e). Nothing in this Section 6.8 will be construed to require the applicable LawCompany Group or any of its Representatives to prepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesCompany. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel and Representatives of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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, provided that the Company shall take all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; or (ivc) access to a Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In Subject to applicable Law and the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Company will provide Parent in a way that would not violate with reports of the applicable Law, Contract or obligation or waive such a privilegeCompany reasonably requested by Parent. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.6 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties or systems of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement 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 Notwithstanding anything to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require contrary herein, the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.Company may

Access. At all times during the period 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 Acceptance TimePre-Closing Period, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Elevation and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person third party the right terminate or accelerate the rights under, such Contract. In ; and provided further, that no information or knowledge obtained by Elevation in any investigation conducted pursuant to the event that access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company does not provide access set forth in this Agreement or information in reliance on otherwise impair the preceding sentence, it shall use its reasonable best efforts rights and remedies available to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeElevation hereunder. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Elevation 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. Nothing in this Section 7.6 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 information5.5.

Access. At all times during (a) During the period commencing on the date of this Agreement hereof and continuing until ending on the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeTermination Date, the Company shall afford Parentafford, Acquisition Subprovide and furnish, their officersand shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to afford, a reasonable number of their employees provide and furnish to Enron and each Designated Transferee, if any, and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access Representatives: (i) during normal business hours, hours and upon reasonable advance notice, reasonable access to the Representatives, properties, plants and other facilities and to all books and recordsrecords of the Company and each of its Subsidiaries; (ii) all financial, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices operating and other facilitiesdata and information regarding the Company and its Subsidiaries as the Security Holders and their Representatives may reasonably request; and (iii) the opportunity to discuss the affairs, properties finances, operations and personnel accounts of the Company and its Subsidiaries with the Company's officers on a periodic basis; provided, however, that the Company may restrict shall not be required to furnish or otherwise prohibit to cause to be furnished any data or information or access to any documents data or information (i) regarding the gas or electric power trading or marketing operations of the Company and its Subsidiaries or (ii) to the extent that the furnishing of any other data or information or the provision of access to such data or information would violate applicable laws and regulations. Notwithstanding the foregoing, the Company shall have the right to require that Enron and the Designated Transferees coordinate their access to the Company pursuant to this Section 2.7 (including by way of example and not limitation, requiring that Representatives of Enron and all of the Designated Transferees conduct visits to the Company's premises as a group or requiring that Enron and the Designated Transferees collectively submit requests for information) to keep the burdens on the Company to a minimum. (b) Enron and each of the Designated Transferees, if any, agrees that: (i) any applicable Law requires the Company non-public business information furnished to restrict it or otherwise prohibit access its Representatives pursuant to subsection (a) of this Section is by its nature confidential (the "Confidential Information") and that it shall not disclose, and shall cause Representatives not to disclose, for the period commencing with the furnishing of such documents or information, (ii) granting such access would violate any obligations information until the first anniversary of the Company or any of its Subsidiaries with respect to confidentiality Termination Date, such Confidential Information to any Third Party without the prior written consent of the Company, except that such Person may disclose such Confidential Information (A) to Representatives and financial advisors and to entities that are potential sources of debt financing or otherwise breach, contravene or violate any then effective Contract to equity for such Person (which the Company or any of its Subsidiaries is a party, (iii) access to Representatives and financial advisors shall keep such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance Confidential Information confidential on 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 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 or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The same terms and conditions of as are applicable to Enron or the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants Designated Transferee that disclosed such Confidential Information) and other agents and representatives in connection with any investigation conducted pursuant (B) to the access contemplated extent compelled by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Companyjudicial process, required by applicable Laws and Regulations or by any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.Governmental Authority ; and

Access. At all times during Prior to the period 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 Acceptance TimeClosing Date, the Company shall afford Parentand BRS Newco will, Acquisition Suband will cause their Affiliates to, their officers, a reasonable number of their employees permit Purchaser and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives to have reasonable access to the management, properties, offices, personnel, Contracts, and books and records of the Group Companies during normal business hours, working hours and upon reasonable notice, advance notice to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of extent that such access is reasonably necessary to effect the Companytransactions contemplated by this Agreement; provided, howeverthat Purchaser and its Representatives will not disrupt the normal operations of the Business or other operations or activities of the Company or its Affiliates (including the Group Companies). Notwithstanding the foregoing, (i) nothing herein will require any employee or representative of a Group Company to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business, (ii) nothing herein will require the Company or its Affiliates to provide Purchaser or its Representatives with access to or copies of (A) any information the disclosure of which would result in a loss of attorney-client or attorney work product privilege or any similar protection, (B) any information, including sensitive customer information, manufacturing processes, pricing lists or other information that relates to the Business, the disclosure of which would reasonably be expected to violate any applicable Law or the terms of any Contract to which a Group Company is a party or result in the loss of protectable interests in trade secrets of the Group Companies if the transactions contemplated by this Agreement are not consummated (provided, 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall will use its commercially reasonable best efforts to communicate the applicable provide such information to Parent in a way that would not violate the applicable Law, Contract or obligation 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 violate such Law or is in accordance with such Contract), (C) personnel records of the Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information concerning Business Employees, the disclosure of which would reasonably be expected to violate any applicable Law (provided, that the Company will use commercially reasonable efforts to provide such information in a manner that does not violate such Law), (D) any income Tax Returns of any Equityholder or any of their respective Affiliates (other than the Group Companies) and (E) any information to the extent related to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids; and (iii) nothing contained herein will permit Purchaser to conduct of the business any intrusive or invasive environmental sampling (including any soil, sediment and groundwater sampling). All requests for access will be made to such Representatives of the Company as the Company will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, Purchaser, Purchaser Guarantor and their Representatives shall not contact or its Subsidiaries in any other manner communicate with the customers and suppliers of the Business in connection with the transactions contemplated hereby without (1) the prior written consent of the Company, which consent may not be unreasonably withheld, delayed or create a risk of damage or destruction to any property or assets conditioned, and (2) the participation of the Company in such contact or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 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 informationcommunication.

Access. At all times during The Company agrees that, throughout the period commencing on from the date of this Agreement and continuing hereof until the Effective Time or the earlier to occur of the termination of this Agreement pursuant to Article IX Agreement, except as may otherwise be required or restricted by applicable Law, it shall (and the Acceptance Time, the Company shall cause its Subsidiaries to) (a) afford Parent, Acquisition Sub, their ’s officers, a reasonable number of their employees and their financial advisorsemployees, business consultants, legal counsel, accountants and other agents and authorized representatives reasonable access access, during normal business hours, hours and upon reasonable noticeprior notice to its officers, to the employees, properties, books books, Contracts and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices (b) furnish promptly to Parent such financial and operating and other facilitiesinformation with respect to its business and properties as may reasonably be requested, properties and personnel but only to the extent that such access does not unreasonably interfere with the business or operations of the CompanyCompany or its Subsidiaries and (c) instruct its Representatives to cooperate with Parent in its investigation; provided, however, that the Company may restrict or otherwise prohibit access and its Subsidiaries shall not be required to any documents or provide information (including pursuant to the extent that (iSection 5.2) any in breach of applicable Law requires the Company or that is subject to restrict or otherwise prohibit access existing confidentiality obligations. All requests for information made pursuant to such documents or information, (ii) granting such access would violate any obligations this Section 6.1 shall be directed to an executive officer of the Company or any of its Subsidiaries with respect financial advisor or such other Person as may be designated by the Company’s executive officers. Notwithstanding the foregoing, Parent shall not have access to confidentiality the Company’s or its Subsidiaries’ proprietary or competitively sensitive information (including pursuant to any Person or otherwise breach, contravene or violate any then effective Contract to which Section 5.2) if the Company or any of its Subsidiaries is a party, (iii) access to reasonably believes that such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does cannot provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information be made available to Parent in a way that would not violate the applicable Law, Contract or obligation 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 cause the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiariesbe materially and competitively disadvantaged. Any access to the properties of the Company or any of its Subsidiaries All such information shall be subject to governed by the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any Agreement. No information or knowledge 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. Nothing in this Section 7.6 6.1 shall affect or be construed deemed to require modify any representation or warranty made by the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany hereunder.

Access. At all times (a) Subject to compliance with applicable Laws, the Company shall afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance written notice to the Company, throughout the period commencing from the date hereof until the earlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ personnel, properties, facilities, offices, Contracts, assets, commitments, books and records as Parent may reasonably request, in each case, solely for the purpose of consummating the Merger, the Financing or for integration planning; provided that, notwithstanding anything to the contrary set forth in this Section 5.2(a), any information, documentation or 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 or the Merger or other confidential or competitively sensitive information. All access pursuant to this Section 5.2(a) shall be coordinated through the Persons set forth on Section 5.2(a) of the Company Disclosure Letter or designees thereof. (b) Notwithstanding anything to the contrary contained in this Section 5.2, the Company shall not be required to afford any access, or make available any information or documentation, if doing so would, in the Company’s good-faith discretion, (x) jeopardize any attorney-client or other legal privilege or any work-product or other similar doctrine or (y) violate any Law or any Contract to which the Company or its Subsidiaries is a party or by which any of their assets or properties are bound entered into prior to the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to (including 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company or any of its Subsidiaries Affiliates is a party); provided that, (iii) to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such compliance with applicable Law, such compliance with provisions of any such Contract or such privilege. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to this Section 5.2 to the extent such documents access or information would give rise (i) is reasonably pertinent to a risk of waiving any attorney-client privilege, work product doctrine litigation or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which dispute where the Company or any of its Subsidiaries is a party Affiliates, on the one hand, and Parent, Merger Sub or otherwise bound would violate any of their respective Affiliates, on the other hand, are adverse parties are reasonably likely to become adverse parties or cause a default under, or give a Person (ii) to the right terminate or accelerate the rights under, extent such Contract. In the event that the Company does not provide access or information relates to the minutes of the meetings of the Company Board or its committees where the Company Board or any applicable committee discussed the transactions contemplated by this Agreement or, subject to Section 5.3, any similar potential transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board in reliance on 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 waive connection with such a privilegemeeting). Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.2 shall be conducted in a manner that does not (A) unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the officers, employees and other authorized Representatives of the Company or its Subsidiaries of their normal duties or (B) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access . (c) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the properties consummation of the Company or any of its Subsidiaries transactions contemplated hereby shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, governed in its sole discretion. The terms and conditions of accordance with the Confidentiality Agreement Agreement, dated as of June 10, 2024, between the Company and Apollo Management X, L.P. (the “Confidentiality Agreement”), which shall continue in full force and effect until the Effective Time or such later time as may be provided therein and 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. Nothing in this Section 7.6 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 informationMerger Sub as if they were parties thereto.

Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company (including true and complete copies of the Company’s and each of its Subsidiaries’ internal financial statements, Tax Returns, Tax elections and all other records relating to Taxes) ; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law (including any Laws relating to security clearances) requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 (ivc) 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 Person third party the right terminate or accelerate the rights under, such Contract. In the event Contract or (d) such documents or information relate directly or indirectly to any Acquisition Proposals that the Company does not provide access or information any of its Representatives may have received from any Person or any discussions or negotiations that the Company or any of its Representatives is having, consistent with the terms of this Agreement, with respect to any Acquisition Proposal or any other proposals that could lead to an Acquisition Proposal, if, any such case of (a) through (d), the Company informs Parent of the reason for such restriction or prohibition; and provided further, that nothing in reliance on this Section 6.8 or elsewhere in this Agreement shall be construed to require the preceding sentenceCompany or its Representatives to prepare any reports, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Lawanalyses, Contract appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 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 information6.8.

Access. At all times during the period 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 Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law (including COVID-19 Measures) requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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 ; (ivc) access to a Contract to which the any Company or any of its Subsidiaries Group Member is a party or otherwise bound would violate or cause a material default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; (e) access would, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any officer or employee of the Company does not provide access or information in reliance on Group; provided that, any of clauses (a) through (e), the preceding sentence, it Company shall use its reasonable best efforts to communicate the applicable information give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a way manner that would not violate any of clauses (a) through (e). Nothing in this Section 6.5 will be construed to require the applicable LawCompany Group or any of its Representatives to prepare any reports, Contract analyses, appraisals or obligation or waive such a privilegeopinions that places an undue burden on the personnel of the Company Group. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.5.

Access. At all times during the period commencing on with the date 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 Acceptance TimeClosing, the Company shall will afford Parentthe Purchaser reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law or Contract requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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; (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 transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.8(c); (ivd) 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 underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and the Purchaser and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the applicable right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to Parent cease to benefit from legal privilege, including by redacting or obtaining consent in a way that would not violate connection therewith. Nothing in this Section 6.8 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals or waive such a privilegeopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing without or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the Company’s prior written consent, in its sole discretionsort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent the Purchaser or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing 6.8; provided that, notwithstanding any provision to the contrary in this Section 7.6 the Confidentiality Agreement, the Purchaser and any of its Representatives shall be construed permitted to require disclose to the Other Purchasers and their respective Representatives any information of the Company and discuss with the Other Purchasers and their respective Representatives any information of the Company, any of its Subsidiaries in each case, including in connection with the Transactions or any other Acquisition Proposal, except that the Purchaser or its Representatives of shall not disclose to the Other Purchasers or their respective Representatives any Company information that is competitively sensitive and is designated in writing by the Company to be for such Purchaser’s access only (or that otherwise directly relates only to commercial matters or arrangements of the foregoing Company in the ordinary course of business (and not the Transaction or any Acquisition Proposal) and, notwithstanding the foregoing, would otherwise be prohibited to prepare be disclosed by the Purchaser or its applicable Affiliates pursuant to another confidentiality agreement between the Purchaser or its Affiliates and the Company or its Affiliates). All requests for access pursuant to this Section 6.8 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. Notwithstanding any reportsprovision to the contrary in the Confidentiality Agreement, analyses, appraisals, opinions or other informationthe Confidentiality Agreement shall automatically terminate at the Closing.

Access. At all times during Commencing on the period commencing Closing Date and ending on the date of this Agreement and continuing until that is the earlier to occur sixth (6th) anniversary of the termination Closing Date, in connection with any reasonable business purpose, including the preparation of this Agreement pursuant financial statements, pursuit or defense of claims or litigation, U.S. Securities and Exchange Commission or bank regulatory reporting obligations, or the determination of any matter relating to Article IX the rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice, and except as determined in good faith to be necessary to (a) ensure compliance with any applicable Law, (b) preserve any applicable privilege (including the Acceptance Timeattorney-client privilege) or (c) comply with any contractual confidentiality obligations, the Company Buyer shall, and shall afford Parentcause each of its Affiliates, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisorsrespective Representatives to afford Seller, business consultantsits Representatives and their respective Affiliates reasonable access, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords of Buyer and its Affiliates in respect of the Business (and permit copies of such materials to be made for Seller or any of its Affiliates solely for use in connection with the reasonable business purposes described in this paragraph), contracts(B) furnish to Seller, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices its Representatives and their respective Affiliates such additional financial and other facilitiesinformation regarding the Business as Seller or its Representatives may from time to time reasonably request and (C) make available to Seller, properties its Representatives and personnel their respective Affiliates those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the Companypresence of such persons as witnesses in hearings or trials for such purposes; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) 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 Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it investigation 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 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 business or operations of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company Buyer or any of its Subsidiaries. Any Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to the properties of the Company work papers in form and substance reasonably acceptable to such auditors or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement 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. Nothing in this Section 7.6 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 informationaccountants.

Access. At all times during the period commencing on with the date 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 Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; 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) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) 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 (iviii) 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 Person third party the right 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 7.8 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 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. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement 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 7.67.8. Nothing in this Section 7.6 7.8 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. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article IX VIII and the Acceptance (2) Effective Time, the Company shall will and will cause its Representatives and Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable noticeadvance notice from Parent, to the properties, offices, facilities, Contracts, Tax records, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that the Company reasonably determines that (ia) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) 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, information (so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; or (ivc) access to a Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In the event that Contract (so long as the Company does not provide access or information in reliance on the preceding sentence, it shall use its will have used reasonable best efforts to communicate obtain the applicable consent of such third party to such access and disclosure); or (d) such documents or information are directly 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. Nothing in a way that would not violate this Section 6.8 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of its or waive such a privilegetheir respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the Company, any of its Subsidiaries ’s General Counsel or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.