Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Except as required pursuant to Applicable any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective subsidiaries is a party or pursuant to applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of until the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodTime, the Company shall, and Parent shall (and shall cause their respective subsidiaries to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries tosubsidiaries and to the books and records thereof, make available including access to Parent all enter any real property owned, leased, subleased or occupied by such party or such party’s Subsidiary in order to conduct an environmental assessment of such property (provided that no subsurface investigation work of the sort commonly referred to as “Phase II” investigatory work shall be conducted absent the prior written consent of the other party, which consent shall not be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its businesses, properties and personnel subsidiaries as Parent the other party or its Representatives may reasonably request; provided, however, that (A) no pricing or other competitively sensitive information retrieved from the Company will be made available to persons who are involved in any pricing or sales activity at Parent or any Parent Subsidiary, (B) no pricing or other competitively sensitive information retrieved from Parent will be made available to persons who are involved in any pricing or sales activity at the Company or any Company Subsidiary and instruct its Representatives to reasonably cooperate (C) neither Parent nor the Company shall use any information obtained from the other party for any purpose other than evaluation of such other party in connection with Parent in its investigation. this Agreement. (b) All information furnished obtained by the parties pursuant to this Agreement Section 6.03 shall be subject to kept confidential in accordance with the confidentiality agreement, dated as of January 186, 2019, between Parent and the Company 2004 (the “Confidentiality Agreement”). , between Parent and the Company. (c) No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 6.03 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement of any party hereto or Parent pursuant to this Agreement. (b) Notwithstanding anything any condition to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege obligations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties hereto.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.01, upon reasonable notice notice, each of Parent and subject the Company shall, and shall cause each of their respective Subsidiaries to, afford to Applicable Laweach other and to their respective Representatives reasonable access during normal business hours to the officers, employees, agents, properties, books, Contracts and records of Parent, the Company or their respective Subsidiaries, as applicable (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.03 to any Company Takeover Proposal) and Parent or the Company, as applicable, shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement furnish promptly to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts other party and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other party’s Representatives such information concerning its businessesbusiness, personnel, assets, liabilities and properties and personnel as Parent such other party may reasonably request, ; provided that such requesting party and instruct its Representatives shall conduct any such activities in such a manner as not to reasonably cooperate interfere unreasonably with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreementbusiness or operations of the providing party; provided further, dated as of January 18however, 2019that neither Parent, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its their respective Subsidiaries shall be required obligated to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would information if such party determines, in its reasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege of privilege, attorney work product protection or other legal privilege. In any such event, Parent or the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company Company, as applicable, shall, and shall cause its Subsidiaries to, use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances communicate, to the extent feasible, the applicable information in which a way that would not violate applicable Law, Judgment or obligation or risk waiver of such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); providedprotection or risk such liability, howeverincluding entering into a joint defense agreement, that in no event shall Parent have access to individual performance or evaluation records, medical histories common interest agreement or other similar arrangement. All requests for information that in made pursuant to this Section 6.02 shall be directed to the reasonable opinion executive officer or other Person designated by the other party. Until the Effective Time, all information provided will be subject to the terms of the Company the disclosure letter agreement dated as of which would reasonably be expected to subject March 27, 2017, by and among the Company or any of its Subsidiaries to risk of liabilityand Parent (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party, and except as would reasonably be expected to result in the loss or waiver of any attorney-client, work product or other applicable privilege (a) Upon reasonable notice and subject provided, that to Applicable Lawthe extent the Company or any Company Representative shall withhold information or access due to the risk of loss or waiver of such privilege, the Company shall, or such Company Representative shall notify Parent of such withholding and shall cause its Subsidiaries touse commercially reasonable efforts to communicate such information in a manner that does not risk such loss or waiver), afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodTime, the Company shallwill, and shall will cause each of its directors, officers and employees, and will instruct each of its accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) to: (i) provide to the Parent Group and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior written notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries to, make available and to Parent all other the books and records thereof and (ii) furnish promptly such information concerning its businessesthe business, properties properties, Contracts, assets, liabilities, personnel and personnel other aspects of the Company as Parent or the Parent Representatives may reasonably request; provided, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any that no investigation pursuant to this ‎Section 6.02(a) Section 5.2 shall affect or be deemed to modify any representation or warranty made by the Company herein or Parent any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Agreement. (b) Notwithstanding anything Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the contrary in this ‎Section 6.02Confidentiality Agreement, ‎Section 8.01 or ‎Section 8.02dated as of April 8, neither 2022, by and between the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize and Parent (the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this “Confidentiality Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns”); provided, howeverthat nothing in the Confidentiality Agreement shall restrict Parent’s or Merger Sub’s ability to take any of the actions expressly contemplated by this Agreement. The Company and Parent hereby agree, in accordance with Section 13 of the Confidentiality Agreement, that in no event the Confidentiality Agreement shall Parent be deemed to have access to individual performance or evaluation recordsbeen, medical histories or other similar information that in and hereby is, amended by the reasonable opinion provisions of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitythis Section 5.2.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable LawLaw and except for, the Company in connection with, or as a result of (or for any actions that constitute) any COVID-19 Measures, Titanium agrees that it shall, and shall cause each of its Subsidiaries to, afford to Parent Silver and its Representatives, Silver’s Representatives reasonable access, upon reasonable advance written notice and during normal business hours hours, during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementTime, to all its properties (other than for purposes of its propertiesinvasive testing), books, contracts contracts, commitments, personnel and records, records and, during such period, the Company Titanium shall, and shall cause each of its Subsidiaries to, make available furnish promptly to Parent Silver all other information (other than information regarding any Acquisition Proposal) concerning its businessesbusiness, properties and personnel as Parent may be reasonably requested (in each case, in a manner so as to not interfere in any material respect with the normal business operations of Titanium or its Subsidiaries); provided, however, that all such access shall be coordinated through Titanium or its Representatives in accordance with such procedures as they may reasonably requestestablish; and provided, further, that Titanium shall not be required to permit such access or make such disclosure, if such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or any other Contract with a third party, (ii) result in the loss of any attorney-client privilege, (iii) violate or materially impair the contractual rights of its customers and tenants or (iv) violate any Applicable Law, it being agreed that, with respect to subclauses (i), (ii) and (iii), Titanium shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in such loss, violation or impairment, including by seeking a waiver from the relevant third party. Notwithstanding anything contained in this Agreement to the contrary, Titanium shall not be required to provide any access or make any disclosure to the other pursuant to this Section 6.02 to the extent such access or information is reasonably pertinent to a litigation where Titanium or any of its Affiliates, on the one hand, and instruct Silver or any of its Representatives Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Titanium may reasonably cooperate with Parent designate any competitively sensitive material to be provided to Silver under this Section 6.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of Silver and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of Silver unless express permission is obtained in advance from Titanium or its investigationlegal counsel. All information furnished exchanged pursuant to this Agreement Section 6.02 shall be subject to the confidentiality agreementMutual Non-Disclosure Agreement, dated as of January 18November 8, 2019, between Parent Titanium and the Company Silver (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from From the date of this Agreement to until the Closing (or until the earlier of the Effective Time or the termination of this AgreementAgreement in accordance with Section 8.1), to all of its propertiesupon reasonable notice, books, contracts and records, and, during such period, the Company Seller shall, and shall cause its Subsidiaries applicable subsidiaries and shall use its reasonable best efforts to cause Rexam and Rexam’s applicable subsidiaries to, make available : (i) afford Purchaser and its authorized Representatives reasonable access to Parent all the Business Real Property and related Books and Records; and (ii) furnish to the authorized Representatives of Purchaser such additional financial and operating data and other information concerning its businessesregarding the Business (or copies thereof) as Purchaser may from time to time reasonably require in order to prepare for the Closing; provided, properties and personnel as Parent may reasonably requesthowever, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All that any such access or furnishing of information furnished pursuant to this Agreement shall be subject scheduled and coordinated through the Person(s) set forth on Schedule 4.3 and shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of Seller’s or Rexam’s, as applicable, or their Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business; further provided, that neither Seller nor Rexam shall be required to disclose (or cause their respective Affiliates to disclose) any information to Purchaser if such disclosure would be reasonably likely to: (w) cause competitive harm to the confidentiality agreementBusiness if the Transaction is not consummated; (x) jeopardize any attorney-client or other legal privilege; or (y) contravene any applicable Laws (including any Competition/Investment Law and any applicable Law relating to data protection), fiduciary duties or Contracts; and provided, further, that notwithstanding anything to the contrary herein, access to the Business Real Property shall not include the right to collect or otherwise take samples at said properties, including samples of environmental media such as soils, surface waters, sediments or groundwater, or building materials. (b) The terms of the Confidentiality Agreement, dated as of January 18July 14, 20192015, between Parent Purchaser and the Company Seller (the “Confidentiality Agreement”). No information or knowledge obtained , shall continue in any investigation pursuant to full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of Purchaser under this ‎Section 6.02(aSection 4.3(b) shall affect or be deemed to modify any representation or warranty made by terminate; provided, however, that, from and after the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to Closing, except as would have been permitted under the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege terms of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Confidentiality Agreement; provided that the Company , Purchaser shall, and shall cause its Subsidiaries Affiliates and their respective Representatives to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the Transaction and all confidential information relating to Seller and Rexam or their respective subsidiaries and Affiliates (other than confidential information relating to the Purchased Entities and the Purchased Assets). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. (c) Nothing provided to Purchaser pursuant to Section 4.3(a) shall in any way amend or diminish Purchaser’s obligations under the Confidentiality Agreement. Purchaser acknowledges and agrees that any information provided to Purchaser or its Affiliates or their respective Representatives pursuant to Section 4.3(a) or otherwise by or on behalf of Seller, Rexam or any Affiliate or Representative of any of them shall be subject to the terms and conditions of the Confidentiality Agreement. (d) From and after the Closing for a period of two (2) years, Seller agrees to, and shall cause the Seller Entities, Rexam and the Rexam Entities and use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply cause their respective Representatives to, (including redacting i) treat and hold as confidential (and not (except as expressly permitted by this Agreement or any Ancillary Agreement) disclose or provide access to any Person (other than Seller’s Affiliates and Representatives) to) any confidential and proprietary information to the extent relating to the Business and relating to trade secrets, processes, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Purchased Entities, the Purchased Assets or the Business unless such information (iA) is or becomes generally available to, or known by, the public through no disclosure in violation hereof of Seller or its Affiliates or any of its or their Representatives, (B) is required to remove references concerning valuationbe publicly disclosed by Law or the rules or regulations of any U.S. or foreign securities exchange or similar organization, or (C) becomes available to Seller or its Affiliates or their respective Representatives from and after the Closing, from a third party source that is not known by Seller to be under any obligations of confidentiality in respect of such information, (ii) as necessary in the event that Seller, Rexam, any Seller Entity, Rexam Entity or any of their respective Representative becomes legally compelled to comply disclose any such information, provide Purchaser (to the extent permitted by Law and reasonably practicable) with contractual arrangements in effect on prompt written notice of such requirement so that Purchaser may seek, at Purchaser’s sole expense, a protective order or after the date hereof, other remedy or waive compliance with this Section 4.3(d) and (iii) as necessary to address reasonable attorney-client in the event that such protective order or other privilege remedy is not obtained, or confidentiality concernsPurchaser waives compliance with this Section 4.3(d); , furnish only that portion of such confidential information which is legally required to be provided. In addition, howeverthe foregoing shall not prohibit Seller, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company its Affiliates or any of their respective Representatives from using the confidential information described in Section 4.3(d)(i) for the purpose of complying with the terms of this Agreement or any of the Ancillary Agreements or any Contract that has not been assigned or transferred pursuant to Section 1.13. Furthermore, the provisions of this Section 4.3(d) will not prohibit any retention of copies of records or any disclosure in connection with the preparation and filing of financial statements or Tax Returns of Seller or its Subsidiaries Affiliates or any disclosure made in connection with the enforcement of any right or remedy relating to risk of liabilitythis Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Lawnotice, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent and its (collectively "Parent Representatives"), reasonable access, during normal business hours during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementTime, to all of its properties, books, contracts Contracts, commitments and records, records and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, make available ) furnish promptly to Parent the other all other information concerning its businessesbusiness, properties properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and instruct its personnel as Parent or the Parent Representatives to may reasonably cooperate with Parent in its investigationrequest. All information furnished No investigation pursuant to this Agreement Section 5.4(a) shall be subject affect any representations or warranties of the parties herein or the conditions to the confidentiality agreementobligations of the parties hereto. (b) Upon reasonable notice, dated Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of January 18its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, 2019properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company (Company. Anything contained in the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything Agreement to the contrary in this ‎Section 6.02notwithstanding, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records and Parent hereby agree that each such party may issue press release(s) or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances other public announcements in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply accordance with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitySection 5.14.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawcompliance with applicable law, the Company shallshall afford to Parent, and shall cause its Subsidiaries toto Parent's officers, afford to Parent employees, accountants, counsel, financial advisors and its other Representatives, reasonable access, access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this Agreement, Agreement to all of its and its Subsidiaries' properties, books, contracts contracts, commitments, personnel and records, records and, during such period, the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its businessesand its Subsidiaries' business, properties and personnel as Parent may reasonably requestrequest and receive consistent with applicable law and agreements. Without limiting the generality of the foregoing, the Company will afford to Parent and its Representatives access to, and instruct facilitate and participate in discussions with, all drivers, team owners, sanctioning bodies, automobile manufacturers and other licensors for purposes of discussing such parties' license agreements and other Contracts with the Company and its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement Subsidiaries; provided, that all such discussions shall be subject to arranged by the confidentiality agreement, Company and shall be undertaken jointly by the Parent and the Company unless the Parent and the Company otherwise agree. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of January 18June 17, 2019, 2005 between Parent and the Company (as it may be amended from time to time, the “"Confidentiality Agreement”"). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) , Parent shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shallhold, and shall cause its Subsidiaries toofficers, use reasonable best efforts employees, accountants, counsel, financial advisors and other Representatives to make appropriate substitute disclosure arrangements under circumstances hold, all information received from the Company, directly or indirectly, in which such restrictions apply (including redacting such confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information (i) provided or received by any party hereto pursuant to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion this Agreement will affect any of the Company representations or warranties of the disclosure parties hereto contained in this Agreement or the conditions hereunder to the obligations of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties hereto.

Access to Information; Confidentiality. Each of Seller Parent and Recap Co agrees that, during the period commencing on the date hereof and ending on the Closing Date, it will (a) Upon reasonable notice give or cause to be given to Buyer and subject its counsel, financial advisors, auditors, lenders, investors and their respective authorized representatives in connection with the Recapitalization (collectively, "Representatives") access to Applicable Lawthe properties, books and records of the CRL Business and each of the CRL Companies to the extent that Buyer may from time to time reasonably request such access, (b) furnish or cause to be furnished to Buyer or its Representatives such financial and operating data and other information relating to the CRL Business, the Company shall, CRL Business Assets and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier each of the Effective Time or the termination of this Agreement, CRL Companies as Buyer may from time to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may time reasonably request, (c) provide Buyer and instruct its Representatives to such access as Buyer may reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject request to the confidentiality agreementrepresentatives, dated as of January 18, 2019, between Parent officers and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any employees of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize Affiliates actively involved in the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereofCRL Business, and (iiid) assist Buyer and its Representatives as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)reasonably requested by Buyer in connection with the Recapitalization and related transactions, provided that such assistance will not unreasonably interfere with the conduct of the CRL Business; provided, however, that in no event shall Parent have (i) access to individual performance or evaluation the properties, books, records, medical histories or other similar information that representatives, officers and employees shall only be provided during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the reasonable opinion operation of the Company CRL Business, (ii) all requests for access shall be directed to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Vice President Business Development of Seller Parent, or such other person as Seller Parent shall designate from time to time, and (iii) Seller Parent shall have the disclosure of which would reasonably be expected right to subject have a representative present at all times access to properties, books, records representatives, officers and employees is provided. Buyer agrees that, prior to the Company Closing, it will, and will cause its Affiliates and Representatives to, continue to treat all information so obtained from Seller Parent or any of its Subsidiaries Affiliates as "Confidential Information" under the Confidentiality Agreement entered into between Seller Parent and Buyer dated January 4, 1999 (the "Confidentiality Agreement"), and will continue to risk honor its obligations thereunder and that if requested by Seller Parent, Buyer will cause any of liabilityits Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawFrom the date hereof until the Closing, the Company shall, and shall cause its Subsidiaries toand the officers, afford to Parent directors, employees, auditors and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier agents of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts Company and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available afford the officers, employees and agents of Buyer reasonable access at all reasonable times to Parent all the officers, agents, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish Buyer with such financial, operating and other data and information concerning its businessesas Buyer, properties and personnel as Parent through their officers, employees or agents, or the Access Parties may reasonably request; provided, however, (i) that the officers, employees and agents of Buyer, and instruct its Representatives the Access Parities, shall not be permitted to reasonably cooperate with Parent conduct invasive environmental investigation or testing at any properties, offices, plants and other facilities at which the Company conducts or has conducted operations and (ii) that the Company may restrict the foregoing access and information to the extent that the Company, in its investigation. All information furnished pursuant to this Agreement shall be subject to reasonable judgment, determines that not doing so would (A) violate applicable Laws, (B) result in a risk of the confidentiality agreement, dated as loss of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege with respect to such information provided that the Company shall use reasonable best efforts to disclose such information in a way that would not waive such privilege, or (C) result in a violation of an agreement to which the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreementis a party; provided that the Company shallshall use reasonable best efforts to give prompt notice to Buyer any time the Company restricts access or information pursuant to sub-clauses (ii)(A), (ii)(B) or (ii)(C). Any investigation pursuant to this Section 7.02 shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company or its Subsidiaries. (b) With respect to all information furnished by or on behalf of the Company to Buyer or any of its representatives or agents under this Agreement, Buyer shall comply with, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary representatives and agents to comply with contractual arrangements in effect on or after with, all of their respective obligations under the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityNondisclosure Agreement relating thereto.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford (i) give to Parent Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to its Representativesoffices, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts books and records, and(ii) furnish to Parent, during its counsel, financial advisors, auditors and other authorized representatives such period, the Company shall, financial and shall cause its Subsidiaries to, make available to Parent all operating data and other information concerning its businesses, properties and personnel as Parent such Persons may reasonably request, request and (iii) instruct its Representatives employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. All information furnished pursuant to this Agreement Section shall be subject to the confidentiality agreement, dated as of January 18May 9, 20192007, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any investigation pursuant to this ‎Section 6.02(a) Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither hereunder. Neither the Company nor any of its Subsidiaries shall be required obligated to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operationsto, or provide access to or disclose, any information to disclose information where Parent if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene violate any Applicable Law or binding agreement entered into prior Law. All requests for information made pursuant to the date of this Agreement; provided that the Company shall, and Section 6.04 shall cause its Subsidiaries to, use reasonable best efforts be directed to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion an executive officer of the Company or such Person as may be designated by the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityCompany’s executive officers.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawapplicable Laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Parent’s representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this AgreementCompany’s officers, to all of its employees, properties, books, contracts Contracts and records, and, during such period, records and the Company shall, and shall cause its Subsidiaries to, make available furnish reasonably promptly to Parent all such other information concerning its businesses, business and properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between request (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the Company (the “Confidentiality Agreement”). No information business or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege operations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsCompany); provided, however, that the Company shall not be obligated to provide such access or information if (a) the Company determines, in no event its reasonable judgment, that doing so would violate applicable Law or a Contract or an obligation of confidentiality owing to a third party so long as the Company shall Parent have access used reasonable best efforts to individual performance obtain the consent of such third party to such access, jeopardize the protection of an attorney-client privilege, or evaluation recordsexpose the Company to risk of liability for disclosure of sensitive or personal information or (b) such information relates to or includes the evaluation, medical histories deliberations or other similar information that in the reasonable opinion minutes of the Company Board (or any committee thereof) related to the disclosure of which would reasonably be expected Transactions or any materials provided to subject the Company Board (or any committee thereof) in connection therewith. Until the Effective Time, the information provided will be subject to the terms of the Confidentiality Agreement, dated as of the date of this Agreement, by and between the Company and Apollo Management VIII, L.P. (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the generality of the foregoing, Parent shall not, and shall cause its representatives not to, use such information for any purpose unrelated to the consummation of the Transactions. No investigation, or information received, pursuant to this Section 6.6 will modify any of the representations and warranties of the Company herein. The Company hereby releases Apollo Management VIII, L.P. from all of its Subsidiaries to risk obligations under the confidentiality agreement between the Company and Apollo Management VIII, L.P., dated as of liabilityOctober 23, 2013 (as amended, the “Existing Confidentiality Agreement”)), and the Company agrees that Apollo Management VIII, L.P. shall have no further liability under the Existing Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company, any Company Subsidiary or CPS is a party (which such Person shall use its reasonable notice and subject best efforts to Applicable Lawcause the counterparty thereto to waive), the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodTime, the Company shall, and shall direct CPS or cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and the Purchaser and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries to, make available and to Parent all other the books and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, Personnel and other aspects of such party and its businesses, properties and personnel Subsidiaries as Parent or the Parent Representatives may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished No investigation conducted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(aSection 5.3(a) shall affect or be deemed to modify or limit any representation or warranty made by the Company or Parent pursuant to in this Agreement. (b) Notwithstanding anything With respect to the contrary in this ‎Section 6.02information disclosed pursuant to Section 5.3(a), ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries Parent shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shallcomply with, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary the Parent Representatives to comply with contractual arrangements in effect on or after with, all of its obligations under the date hereofConfidentiality Agreement, dated as of June 6, 2010, by and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of between the Company and Parent (the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable notice Between the date of this Agreement and subject the earlier of (i) the date on which this Agreement is terminated pursuant to Applicable Lawthe terms hereof and (ii) the Closing Date, the Company shall, and shall cause its Subsidiaries to, afford to Parent the officers and its Representatives, other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours during the period from the date of this Agreement and in a manner that does not disrupt or interfere with business operations, to the earlier of Company’s and the Effective Time or the termination of this AgreementSubsidiaries’ premises, to all of its properties, books, contracts books and records, andContracts and other documents, during such periodfinancial and operating data and employees. Notwithstanding the foregoing, the Company shallshall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel Top Suppliers as Parent may Buyer reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement requests; provided that (x) the Company shall be subject entitled to the confidentiality agreementbe present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”)including Antitrust Laws. No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) paragraph or otherwise shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or any condition to the Company obligations of the parties hereto. Any such information or Parent material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Notwithstanding anything Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the contrary in this ‎Section 6.02, ‎Section 8.01 extent that such documents or ‎Section 8.02, neither information can be shown to have been (x) previously known by the Company nor any of its Subsidiaries shall be required to provide access to its propertiesor Buyer, books, contracts, records or personnel if such access would unreasonably disrupt its operationsas applicable, or provide access its Agents or Affiliates, (y) in the public domain (either prior to or to disclose after the furnishing of such documents or information where such access or disclosure would jeopardize the attorney-client privilege hereunder) through no fault of the Company or any of Buyer, as applicable, and its Subsidiaries Agents or contravene any Applicable Law Affiliates or binding agreement entered into prior (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the date of Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement; provided that Agreement is terminated without the Company shalltransactions contemplated hereby having been consummated, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after upon the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion request of the Company or Buyer, as the disclosure case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of which would reasonably be expected to subject documents and information furnished by the Company or any of Buyer, as applicable, or its Subsidiaries Agents to risk of liabilitysuch party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Except as required pursuant to Applicable any confidentiality agreement or similar agreement or arrangement to which the Company, B or A or any of their respective subsidiaries is a party or pursuant to applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement hereof to the earlier Effective Time, each of the Effective Time or Company, A and B shall provide to the termination of this Agreementother parties and their respective officers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively, "REPRESENTATIVES"), upon reasonable notice, reasonable access at all reasonable times to all of its the officers, employees, agents, properties, booksoffices and other facilities of the other parties and their subsidiaries and to the books and records thereof to the extent reasonably necessary to plan for post-consummation coordination of the operations of the Company, contracts A and records, and, during such period, the Company shall, B and shall cause its Subsidiaries to, make available to Parent verify that all other information concerning its businesses, properties representations and personnel as Parent may reasonably request, warranties made hereunder are true and instruct its Representatives to reasonably cooperate with Parent in its investigationcorrect. All information furnished obtained by A and B from the other shall be kept confidential pursuant to this Agreement shall be subject to the confidentiality agreementConfidentiality Agreement, dated as of January 18September 19, 20192001, between Parent A and B (the "CONFIDENTIALITY AGREEMENT"). Each of the parties agrees that (i) TW and the Company shall have similar obligations to each of A and B as A and B have to each other under the Confidentiality Agreement and (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant ii) A and B shall have similar obligations to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by each of TW and the Company or Parent pursuant as A and B have to this each other under the Confidentiality Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries Each party shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shallcomply with, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary Representatives to comply with, all of its obligations under the Confidentiality Agreement, if it is a party, and with contractual arrangements the last sentence of SECTION 7.03(a). (c) No investigations pursuant to this SECTION 7.03, and no knowledge of information obtained in effect on or after any such investigations prior to the date hereof, and hereof or the Closing Date (iii) except as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that set forth in the reasonable opinion of A Disclosure Schedule or the Company B Disclosure Schedule), shall affect or be 52 deemed to modify any representations or warranties hereunder. All information obtained pursuant to this SECTION 7.03 shall be kept confidential in accordance with the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the The Company shall, and shall cause its Subsidiaries each Company Subsidiary to, afford to Parent and its Representatives, Representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of before the Effective Time or the termination of this Agreement, to all of its their respective properties, facilities, books, contracts and records, contracts, commitments, correspondence (in each case, whether in physical or electronic form), officers, employees, agents and other assets and, during such period, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, make available furnish promptly to Parent all other information concerning its businessesbusiness, properties and personnel as Parent may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the Company and instruct the Company Subsidiaries. This Section 6.02(a) shall not require the Company or any Company Subsidiary to permit any access, or to disclose any information, that in the reasonable judgment of such party could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of its Representatives obligations with respect to confidentiality, (ii) the loss of attorney-client privilege with respect to such information (provided that such privilege cannot in the Company’s good-faith judgment be reasonably cooperate with sufficiently protected using a joint defense or other similar agreement) or (iii) a Governmental Entity alleging that providing such information violates antitrust Law; provided that the Company shall use good faith efforts to communicate to Parent the requested information in its investigationa way that would not waive any applicable attorney-client privilege or contravene any applicable Law or confidentiality agreement, as applicable. All information furnished exchanged pursuant to this Agreement Section 6.02(a) or pursuant to Section 6.09 shall be subject to the confidentiality nondisclosure agreement, dated as of January 18November 1, 2019, by and between Parent and the Company and WESCO Distribution, Inc. (the “Confidentiality Agreement”) and to the Clean Team Confidentiality Agreement, dated as of November 21, 2019, by and between the Company and WESCO Distribution, Inc. (the “Clean Team Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02Section 6.02(a), ‎Section 8.01 neither Parent nor any of its Representatives shall conduct, without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, any environmental investigation at any Company Property involving any sampling or ‎Section 8.02other intrusive investigation of air, surface water, groundwater, soil, structures or anything else at or in connection with any Company Property. During any visit to the business or property sites of the Company or any of the Company Subsidiaries, Parent shall, and shall cause its Representatives accessing such properties to, comply with all applicable Laws and all of the Company’s and the Company Subsidiaries’ safety and security procedures. (b) Parent shall, and shall cause each Parent Subsidiary to, afford to the Company and its Representatives reasonable access during normal business hours during the period before the Effective Time to all their respective properties, facilities, books, records, contracts, commitments, correspondence (in each case, whether in physical or electronic form), officers, employees, agents and other assets and, during such period, Parent shall, and shall cause each Parent Subsidiary to, furnish promptly to the Company all information concerning its business, properties and personnel as the Company may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of Parent and the Parent Subsidiaries. This Section 6.02(b) shall not require Parent or any Parent Subsidiary to permit any access, or to disclose any information, that in the reasonable judgment of such party could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality, (ii) the loss of attorney-client privilege with respect to such information (provided that such privilege cannot in Parent’s good-faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement) or (iii) a Governmental Entity alleging that providing such information violates antitrust Law; provided that Parent shall use good faith efforts to communicate to the Company the requested information in a way that would not waive any applicable attorney-client privilege or contravene any applicable Law or confidentiality agreement, as applicable. All information exchanged pursuant to this Section 6.02(b) or pursuant to Section 6.09 shall be subject to the nondisclosure agreement, dated as of November 29, 2019, by and between the Company and Parent (the “Reverse Confidentiality Agreement”) and to the Clean Team Confidentiality Agreement, dated as of December 5, 2019, by and between the Company and Parent (the “Reverse Clean Team Agreement”). Notwithstanding anything to the contrary in this Section 6.02(b), neither the Company nor any of its Subsidiaries Representatives shall conduct, without the prior written consent of Parent which consent may be required withheld in Parent’s sole discretion, any environmental investigation at any of Parent’s properties or facilities involving any sampling or other intrusive investigation of air, surface water, groundwater, soil, structures or anything else at or in connection with any such properties or facilities. During any visit to provide access to its properties, books, contracts, records the business or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege property sites of the Company Parent or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that Parent Subsidiaries, the Company shall, and shall cause its Subsidiaries Representatives accessing such properties to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after all applicable Laws and all of Parent’s and the date hereof, Parent Subsidiaries’ safety and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitysecurity procedures.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawExcept as (i) would result in the loss or waiver of any attorney-client, work product or other applicable privilege (provided that the Company shallshall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in the loss or waiver of any applicable privilege), and or (ii) would violate applicable Law (provided that the Company shall cause its Subsidiaries touse commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of applicable Law), afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or and the termination of this Agreement, to all of Agreement in accordance with its properties, books, contracts and records, and, during such periodterms, the Company shallwill, and shall will cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to: (A) provide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) and to the Financing Sources through their respective officers, employees and Representatives, reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries to, make available and to Parent all other the books and records thereof and (B) furnish promptly such information concerning its businessesthe business, properties properties, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or the Parent Representatives or any of the Financing Sources may reasonably request; provided, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any that no investigation pursuant to this ‎Section 6.02(a) Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein or Parent any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement, dated May 9, 2017, as amended, by and between the Company and Parent (the “Confidentiality Agreement”). (b) Notwithstanding anything to the contrary Nothing contained in this ‎Section 6.02Agreement will give Parent or Merger Sub, ‎Section 8.01 directly or ‎Section 8.02indirectly, neither the Company nor any of its Subsidiaries shall be required right to provide access to its properties, books, contracts, records control or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize direct the attorney-client privilege operations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date Effective Time. Prior to the Effective Time, the Company will exercise, consistent with the terms and conditions of this Agreement; provided that the Company shall, complete control and shall cause supervision over its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityoperations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Except as required pursuant to Applicable Law, any confidentiality agreement or similar agreement or arrangement to which the Company shallis a party, and shall cause its Subsidiaries toexcept as would result in the loss or waiver of any attorney-client, afford to Parent and its Representativeswork product or other applicable privilege, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodTime, the Company shallwill, and shall will cause each of its directors, officers, employees, accountants, auditors, consultants, legal counsel, advisors (including financial advisors), agents and other representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries to, make available and to Parent all the books and records thereof and (ii) furnish promptly such financial and operating data and other information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of such party and its businesses, properties and personnel Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any that no investigation pursuant to this ‎Section 6.02(a) Section 5.2 shall affect or be deemed to modify any representation or warranty made by the Company herein or Parent any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement, dated December 11, 2015, by and between the Company and Parent (the “Confidentiality Agreement”). The Company shall notify Parent in writing in the event that the Company seeks to withhold any information or documents pursuant to the exception set forth in the first sentence of this Section 5.2(a), and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction. (b) Notwithstanding anything to the contrary Nothing contained in this ‎Section 6.02Agreement will give Parent or Merger Sub, ‎Section 8.01 directly or ‎Section 8.02indirectly, neither the Company nor any of its Subsidiaries shall be required right to provide access to its properties, books, contracts, records control or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize direct the attorney-client privilege operations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date Effective Time. Prior to the Effective Time, the Company will exercise, consistent with the terms and conditions of this Agreement; provided that the Company shall, complete control and shall cause supervision over its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityoperations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company Pivotal shall, and shall cause each of its Subsidiaries to, afford to Parent VMware, Merger Sub and its Representatives, their respective Representatives reasonable access, access during normal business hours hours, during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementAgreement in accordance with its terms, to all of its their respective properties, assets, books, contracts contracts, commitments, personnel and records, records and, during such period, the Company Pivotal shall, and shall cause each of its Subsidiaries to, make available use commercially reasonable efforts to Parent furnish reasonably promptly to VMware: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businessesbusiness, properties and personnel as Parent VMware or Merger Sub may reasonably requestrequest (including Tax Returns filed and those in preparation and the workpapers of its auditors), and instruct its Representatives except that the foregoing shall not require Pivotal to reasonably cooperate with Parent in its investigationdisclose any information to the extent such disclosure would contravene applicable Law. All information furnished pursuant to Promptly following the execution of this Agreement Pivotal shall designate a Pivotal lead integration manager reasonably satisfactory to VMware whose primary responsibilities and obligations will be subject to lead planning on Table of Contents behalf of Pivotal and, following the confidentiality agreementClosing, dated as work with VMware’s lead integration manager regarding the integration of January 18, 2019, between Parent Pivotal and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this AgreementVMware. (b) Notwithstanding anything to To the contrary in this ‎Section 6.02, ‎Section 8.01 extent VMware requests further information or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege investigation of the Company or basis of any potential violations of its Subsidiaries or contravene any Law, including Laws related to export control and Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company Anti-Corruption Laws, Pivotal shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to cooperate with such request and shall make appropriate substitute disclosure arrangements under circumstances in which available any personnel or experts engaged by Pivotal or its Subsidiaries reasonably necessary to accommodate such restrictions apply request. (including redacting c) All such information shall be held confidential in accordance with the terms of the Non-Disclosure Agreement between VMware and Pivotal dated as of March 7, 2019 (the “Confidentiality Agreement”). No investigation pursuant to this section 5.4 or information provided, Made Available or delivered to VMware pursuant to this Agreement shall affect any of the representations, warranties, covenants, rights or remedies or the conditions to the obligations of, the parties hereunder. The parties acknowledge that VMware and Pivotal have previously executed the Confidentiality Agreement, which Confidentiality Agreement will continue in full force and effect in accordance with its terms. (d) Nothing in this section 5.4 shall require Pivotal or its Subsidiaries to permit any inspection, provide any access or disclose any information that would (i) to remove references concerning valuation, unreasonably interfere with Pivotal’s or its Subsidiaries’ business operations or (ii) as necessary result in the disclosure of any materials or information subject to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client privilege, work product doctrine or any other privilege or confidentiality concerns); providedapplicable privilege, howeverexcept, that in no event each of clauses (i) and (ii), Pivotal shall Parent have access use commercially reasonable efforts to individual performance minimize the effects of such restrictions or evaluation records, medical histories or other similar information that in the to provide a reasonable opinion of the Company the disclosure of which would reasonably be expected alternative to subject the Company or any of its Subsidiaries to risk of liabilitysuch access.

Access to Information; Confidentiality. Section 5.5.1 Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (a) Upon which such person shall use its reasonable notice and subject best efforts to Applicable Lawcause the counterparty to waive), from the date of this Agreement to the Effective Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, and agents and other representatives, including the Receiver (collectively, the “Company Representatives”) to, afford : (A) provide to Parent and its Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives, ”) access at reasonable access, during normal business hours during the period from the date of this Agreement times upon prior notice to the earlier of the Effective Time or the termination of this Agreementofficers, to all of its employees, agents, properties, books, contracts offices and records, and, during other facilities of such period, party and its subsidiaries and to the Company shall, books and shall cause its Subsidiaries to, make available to Parent all other records thereof and (B) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its businesses, properties and personnel subsidiaries as Parent the other party or its Representatives may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished No investigation conducted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 5.5 shall affect or be deemed to modify or limit any representation or warranty made by the Company or Parent pursuant to in this Agreement. Section 5.5.2 With respect to the information disclosed pursuant to Section 5.5.1, the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement previously executed by the Company and Parent (bthe “Confidentiality Agreement”) and the letter agreement dated September 23, 2003 entered into between the Company, the Receiver and Parent (the “Exclusivity Agreement”). Section 5.5.3 Notwithstanding anything to the contrary set forth herein or in this ‎Section 6.02any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound (including the Confidentiality Agreement and the Exclusivity Agreement), ‎Section 8.01 or ‎Section 8.02, neither the Company nor parties acknowledge and agree that any obligations of its Subsidiaries confidentiality contained herein and therein shall be required not apply to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege tax treatment and tax structure of the Company or Merger and any related transactions (the “Transactions”), all within the meaning of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this AgreementTreasury Regulations Section 1.6011-4; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that each party recognizes that the privilege each has to maintain, in no event shall Parent have access its sole discretion, the confidentiality of a communication relating to individual performance the Transactions, including a confidential communication with its attorney or evaluation records, medical histories or other similar information that in the reasonable opinion a confidential communication with a federally authorized tax practitioner under Section 7525 of the Company Internal Revenue Code, is not intended to be affected by the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityforegoing.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable applicable Law, upon reasonable notice, the Company shall, and Partnership shall cause its Subsidiaries to, afford to Parent and its Representatives, Parent’s Representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this AgreementPartnership’s officers, to all of its employees, agents, properties, books, contracts Contracts and records, and, during such period, records and the Company shall, and Partnership shall cause its Subsidiaries to, make available furnish promptly to Parent all other and Parent’s Representatives such information concerning its businessesbusiness, personnel, assets, liabilities and properties and personnel as Parent may reasonably request, ; provided that Parent and instruct its Representatives shall conduct any such activities in such a manner as not to reasonably cooperate interfere unreasonably with Parent the business or operations of the Partnership; provided, further, however, that the Partnership shall not be obligated to provide such access or information if the Partnership determines, in its investigationreasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege or other legal privilege or expose the Partnership to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Partnership does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. All requests for information furnished made pursuant to this Agreement Section 5.08 shall be directed to the Person designated by the Partnership. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement, agreement dated as of January 18November 5, 20192020, by and between the GP Parent and a Parent Subsidiary (as may in the Company (future be amended from time to time, the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything Parent shall not be deemed to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor violate any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize obligations under the attorney-client privilege Confidentiality Agreement as a result of the Company or performing any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of obligations under this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject From the date of this Agreement to Applicable Lawthe Effective Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, and shall use its reasonable best efforts to cause its and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and the Parent Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party (provided 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 and its Representatives, Representatives and shall otherwise use commercially reasonable access, during normal business hours during the period from the date efforts to allow for such access or disclosure in a manner that does not result in a breach of this Agreement clause (B), including pursuant to the earlier use of “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such information) or (C) breach, contravene or violate any applicable Law. (b) With respect to the Effective Time or the termination of this Agreementinformation disclosed pursuant to Section 5.5(a), to all of its properties, books, contracts and records, and, during such period, the Company shallParent shall comply with, and shall cause its Subsidiaries to, make available to each Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, Subsidiary and instruct its Representatives each Parent Representative to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to comply with, all of their respective obligations under the confidentiality agreementConfidentiality Agreement, dated as of January 18October 15, 20192012, by and between Parent and the Company and Parent, as amended on December 4, 2012 (as so amended, the “Confidentiality Agreement”). No information or knowledge obtained , which shall remain in any investigation pursuant to full force and effect until the Closing and, if this ‎Section 6.02(a) Agreement is terminated, such Confidentiality Agreement shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementcontinue in accordance with its terms. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable notice best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and subject to Applicable Lawthe Effective Time, the Company shall, and shall cause its Subsidiaries to, afford (i) provide to Parent and its Representatives, reasonable Parent’s Representatives access, during normal business hours during the period from the date of this Agreement at reasonable times upon prior notice, to the earlier officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and its Subsidiaries and to the termination of this Agreementbooks and records thereof; (ii) furnish promptly to Parent such information concerning the business, to all of its properties, bookscontracts, contracts assets, liabilities, personnel and records, and, during such period, other aspects of the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent or its Representatives may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreementprovided, dated as of January 18however, 2019, between Parent and that the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall not be required to provide access to its properties, books, contracts, records or personnel disclose any information if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would (A) jeopardize the any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries or contravene Subsidiaries, (B) violate any Applicable Contract entered into prior to the date of this Agreement, Law or binding agreement Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided provided, in each case of (A), (B) and (C), that the Company shall, and shall cause use its Subsidiaries to, use commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting cause such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements be provided in effect on a manner that would not result in such jeopardy or after the date hereof, violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as necessary not to address reasonable attorney-client unreasonably interfere with the business or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which would reasonably be expected are applicable to subject the Company such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of its Subsidiaries to risk of liabilitythe parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from From the date of this Agreement to hereof until the earlier of the Effective Time or and the termination of this Agreement, subject to Law and the terms of any existing Contracts, in each case solely for the purpose of furthering the consummation of the transactions contemplated by this Agreement (and integration activities related thereto), each Party shall: (a) give the other Party and the Company Representatives or Triple Flag Representatives, as applicable, upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all of its properties, books, contracts books and records, andwhether retained internally or otherwise), during (iii) material Contracts, and (iv) senior personnel so long as the access does not unduly interfere with the ordinary course conduct of the business of such period, Party; (b) furnish to the other Party and the Company shallRepresentatives or Triple Flag Representatives, as applicable, such financial and shall cause operating data and other information with respect to the assets or business of such Party and any of its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent it may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any provided that no investigation pursuant to this ‎Section 6.02(a) Section 4.8 shall affect or be deemed to modify any representation or warranty made by a Party herein; and (c) instruct the Company Representatives or Parent pursuant Triple Flag Representatives, as applicable, to this cooperate with the other Party and the Company Representatives and Triple Flag Representatives, as applicable in respect of (a) and (b), but subject to the Confidentiality Agreement. (b) Notwithstanding anything to the contrary in any provision of this ‎Section 6.02Agreement, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries no Party shall be required obligated to provide access to, or to its propertiesdisclose, books, contracts, records or personnel any information if such access would unreasonably disrupt its operations, or provide access to or to disclose information where Party reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorneysolicitor-client or other privilege claim by the Party or confidentiality concerns); providedits Subsidiaries provided that, howeverto the extent any information is withheld due to a potential waiver of such privilege, that in no event the Party shall Parent have access notify the other Party of the nature of the information which is being withheld and the basis for privilege and shall use its commercially reasonable efforts to individual performance or evaluation recordsfind a way to allow disclosure of such information, medical histories including entering into common interest privilege agreements or other similar arrangements, as appropriate. (c) Investigations made by or on behalf of a Party, whether under this Section 4.8 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by such Party in this Agreement. (d) The Parties acknowledges that the Confidentiality Agreement and any common interest privilege agreement or other arrangement referred to in Section 4.8(b) continue to apply and that all information that provided under this Section 4.8 shall be subject to the terms thereof on the same basis as if such information had been disclosed under such agreement or arrangement. For the avoidance of doubt, if this Agreement is terminated in accordance with its terms, the reasonable opinion obligations of the Company Parties and their respective affiliates under the disclosure Confidentiality Agreement and any common interest privilege agreement or other arrangement referred to in Section 4.8(b) shall survive the termination of which would reasonably be expected to subject this Agreement in accordance with the Company or any of its Subsidiaries to risk of liabilityterms thereof.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject From the date of this Agreement until the earlier to Applicable Lawoccur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIII, (i) the Company shall, and shall cause its Subsidiaries and each of their respective Representatives (collectively, “Company Representatives”) to, afford to Parent and its Merger Sub and each of their respective Representatives (collectively, “Parent Representatives, ”) reasonable access, during normal business hours during and in a manner as shall not unreasonably interfere with or disrupt the period from business or operations of the date of this Agreement Company or any Subsidiary thereof, to the earlier of the Effective Time or the termination of this Agreementofficers, employees, accountants, agents, properties, offices and other facilities and to all of its propertiesbooks, booksrecords (including Tax Returns and supporting documentation), contracts and recordsother assets of the Company and its Subsidiaries, and, during such period, and (ii) the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (Representatives to, furnish promptly to Parent, Merger Sub and the “Confidentiality Agreement”)Parent Representatives such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and each of its Subsidiaries as Parent, Merger Sub or any Parent Representative may reasonably request from time to time. No All requests for such access and information shall be made to such agents of the Company as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent, Merger Sub, nor any Parent Representative shall contact any of the employees, customers, landlords, licensors, or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by suppliers of the Company or Parent pursuant to any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (b) Notwithstanding anything to , the contrary Offer, or the Merger, whether in this ‎Section 6.02person or by telephone, ‎Section 8.01 mail or ‎Section 8.02other means of communication, neither without the specific prior written authorization of such agents of the Company as the Company may designate. Neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or privilege, breach any of its Subsidiaries binding agreement, or contravene any Applicable applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or binding agreement entered into prior contravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the date of Parent or Merger Sub pursuant to this Agreement; provided that . (b) Parent and the Company shallshall comply with, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary their respective Representatives to comply with contractual arrangements in effect on or after with, all of their respective obligations under the date hereofConfidentiality Agreements, each dated June 7, 2011, between Guarantor and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company (together, the disclosure “Confidentiality Agreement”), which shall survive the termination of which would reasonably be expected to subject this Agreement in accordance with the Company or any of its Subsidiaries to risk of liabilityterms set forth therein.

Access to Information; Confidentiality. (a) Upon From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice and subject to Applicable Lawapplicable laws relating to the exchange of information, the Company shall, will (and shall will cause its Subsidiaries to, ) afford to Parent and its Representatives, reasonable access, Parent’s Representatives such access during normal business hours during the period from the date of this Agreement to the earlier books, records (including Tax Returns and work papers of independent auditors) and properties of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts Company and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request; provided, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to however, that such access may not unreasonably disrupt the confidentiality agreement, dated as operations of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant any of its Subsidiaries. All requests for such access will be made to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither such agents of the Company as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent, Purchaser nor any of its Subsidiaries shall be required to provide access to its propertiestheir respective Representatives will contact any of the employees, bookscustomers, contractslandlords, records licensors or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege suppliers of the Company or any of its Subsidiaries in connection with the Transactions, whether in person or contravene any Applicable Law by telephone, mail or binding agreement entered into other means of communication, without the specific prior to written authorization of the date Chief Executive Officer of this Agreement; provided that the Company. Neither the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or nor any of its Subsidiaries will be required to risk of liabilityafford access or disclose information that would jeopardize attorney-client privilege, contravene any binding agreement with any third party or violate any law or regulation. The Parties will make reasonable appropriate substitute arrangements in circumstances where the previous sentence applies. (b) Each Party and their Representatives will hold any information provided in connection with this Agreement or the Transactions confidential and any such information will be deemed to be “Confidential Information” under the Confidentiality Agreement, which Agreement will continue to be in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date hereof until the earlier of the Closing Date and subject to Applicable Lawthe termination of this Agreement, the Company shall, and Seller shall cause its Subsidiaries to, afford to Parent grant Purchaser and its Representatives, representatives (at Purchaser’s sole cost and expense) reasonable access, during normal business hours during and upon reasonable notice (and in the period from the date event of this Agreement any facility visit request, at least 48 hours prior notice), to the earlier personnel, facilities, book and records of the Effective Time Seller Group related to the Business or the termination Transferred Assets, that are in the possession or under the control of this Agreementthe Seller Group; provided, however, that (i) all requests for access shall be directed to all ▇▇▇ ▇▇▇▇▇▇▇ (email: ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇) or such other person(s) as the Seller may designate in writing from time to time (the “Seller Access Contact”), (ii) such activities do not unreasonably interfere with the ongoing business or operations of the Seller Group, (iii) the Seller shall have the right to have one or more of its propertiesrepresentatives present at all times during any visits, booksexaminations, contracts discussions or contacts contemplated by this Section 6.2(a), (iv) such access or related activities would not cause a violation of any agreement to which any member of the Seller Group is a party, (v) no Personal Information shall be disclosed or used other than in compliance with applicable privacy law and records(vi) nothing herein shall require any member of the Seller Group or their representatives to furnish to Purchaser or provide Purchaser with access to information that (A) is subject to an attorney-client or an attorney work-product privilege, and, during such period(B) legal counsel for the Seller Group reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law or (C) would cause significant competitive harm to the Seller Group if the Transactions are not consummated. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to, Seller will make available to Parent Purchaser true, correct and complete copies of each of the Assigned Contracts listed on Schedule 2.1(c), together with all other information concerning its businessesamendments thereto. Seller will make the Business Software available to a third party consultant engaged by Purchaser and reasonably acceptable to Seller (such vendor, properties the “Software Consultant”) for inspection and personnel as Parent may reasonably requestanalysis upon reasonable notice, including providing the Software Consultant with reasonable access to inspect and instruct its Representatives examine the source code (and, via “over the shoulder” access via Seller’s personnel, access to reasonably cooperate with Parent in its investigationthe relevant source code repositories) for the Business Software and related documentation, including any Business Software specifications. All information furnished pursuant to this Agreement Software Consultant’s access shall be subject provided solely during Seller’s regular business hours on Business Days and in a manner that does not unreasonably interfere with the operation of Seller’s businesses (including the Business). Seller shall not be required to make Business Software available to the confidentiality agreementSoftware Consultant if Software Consultant does not execute a non-disclosure agreement with Seller that is reasonably acceptable to Seller and that prohibits Software Consultant from disclosing any source code of the Business Software to any third party including Purchaser or any of its Affiliates. To the extent that the Software Consultant identifies any material security weaknesses or vulnerabilities in the Business Software, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”)Seller agrees to use commercially reasonable efforts to materially remediate any such material defects promptly. No information or knowledge obtained in Seller shall provide Purchaser with a proposed plan for remediating any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementsuch material defects. (b) Notwithstanding anything to the contrary contained in this ‎Section 6.02Agreement, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to from the date of this Agreement; provided that Agreement until the Company shallClosing Date, Purchaser shall not, and shall cause its Subsidiaries representatives not to, use reasonable best efforts have any contact or discussions concerning any member of the Seller Group, the Business or the Transaction with any Person known by Purchaser to make appropriate substitute disclosure arrangements under circumstances be a lender, borrower, creditor, guarantor, business partner, bank, landlord, tenant, supplier, customer, employee, manager, franchisee, distributer, noteholder, independent contractor or consultant to the Business or that has a material business relation with Seller with respect to the Business, in each case, without the prior written consent of the Seller Access Contact (which consent may be withheld in the Seller’s sole discretion and, if given, may be conditioned on the Seller Access Contact or his or her designee having the right to participate in any meeting or discussion); provided, that the foregoing shall not prohibit Purchaser and its Affiliates from discussing the foregoing with any such Persons to the extent that Purchaser and its Affiliates have an on-going material business relationship with such Persons. (c) Any information provided to or obtained by Purchaser or its representatives, including pursuant to this Section 6.2 is confidential information and subject to the terms of, and the restrictions apply contained in, the Confidentiality Agreement. Effective upon (including redacting and only upon) the Closing, the Confidentiality Agreement shall automatically terminate and none of the parties thereto shall have any further Liability or obligation thereunder except with respect to any confidential information provided to or obtained by Purchaser or its representatives concerning the Seller Group, which information shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. If this Agreement is terminated prior to Closing for any reason, the duration of the confidentiality of the Confidentiality Agreement shall be deemed extended, without any further action by the parties, for a period of time equal to the period of time elapsed between the date such information (i) Confidentiality Agreement was initially signed and the date of termination of this Agreement. Notwithstanding any other provision of this Agreement to remove references concerning valuationthe contrary, (ii) as to the extent necessary to comply with contractual arrangements in effect on or after Treasury Regulations Section 1.6011-4(b)(3), each of the date hereofparties hereto (and any employee, and (iii) as necessary to address reasonable attorney-client representative, or other privilege or confidentiality concerns); providedagent of such party) may disclose to any Governmental Authority the U.S. federal tax treatment and tax structure of any transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained herein, however, that nothing in no event this Section 6.2 shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in limit the reasonable opinion ability of the Company the disclosure of which would reasonably be expected to subject the Company parties or any of its Subsidiaries their respective Affiliates to risk of liabilitymake any disclosure to their respective tax advisors or any taxing authority.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawapplicable Laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to hereof until the earlier of the Effective Time or the termination date on which this Agreement is terminated pursuant to Section 7.1, the Company shall afford to Parent and its Representatives reasonable access (at Parent’s sole cost and expense) during normal business hours and upon reasonable advance notice to the Company’s properties (but excluding for the conduct of this AgreementPhase II environmental assessments or testing), to all of its propertiesemployees, books, contracts Contracts and records, and, during such period, records and the Company shall, and shall cause its Subsidiaries to, make available furnish as promptly as reasonably practicable to Parent all other such information concerning its businessesbusiness, properties properties, contracts, assets and personnel liabilities of the Company as Parent may reasonably request, request (other than any publicly available document filed by the Company and instruct its Subsidiaries pursuant to the requirements of federal or state securities Laws); provided that Parent and its Representatives shall conduct any such activities in such a manner as not to reasonably cooperate unreasonably interfere with Parent the business or operations of the Company and its Subsidiaries or Company Joint Ventures; provided, further, (i) that the Company shall not be obligated to provide such access or information if the Company determines, in its investigation. All reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client privilege, or expose such party to risk of liability for disclosure of sensitive or personal information furnished pursuant to this Agreement and (ii) the conduct of such activities shall be subject to the rights and obligations of the Company referred to in the final proviso of the final sentence of Section 5.4(c) hereof. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement, dated as of January 18May 31, 2019, 2017 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). No , and, without limiting the generality of the foregoing, Parent and Company shall not, and Parent and Company shall cause their respective Representatives not to, use such information or knowledge obtained in for any investigation pursuant purpose unrelated to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementconsummation of the Transactions. (b) Notwithstanding anything If this Agreement is terminated pursuant to Section 7.1, the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Confidentiality Agreement shall automatically be deemed to be amended and restated such that (i) the Company nor any “Standstill Period” for all purposes of its Subsidiaries the Confidentiality Agreement shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege period of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to eighteen (18) months from the date of such termination, as if the parties hereto had never entered into this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion provisions of the Company Confidentiality Agreement shall remain in force and effect for a period of two (2) years after such termination, as if the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties hereto had never entered into this Agreement.

Access to Information; Confidentiality. (a) Upon From the date hereof until the Closing Date, upon reasonable notice and subject to Applicable Lawnotice, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Representatives reasonable access, during normal business hours during the period from the date of this Agreement access to the earlier properties, assets, offices, facilities, books and records of the Effective Time or the termination of this AgreementCompany and its Subsidiaries and shall furnish Parent with such financial, operating and other data and information relating to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as the Parent may reasonably request; provided, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All however, that any such access or furnishing of information furnished pursuant to this Agreement shall be subject conducted during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to unreasonably interfere with the confidentiality agreement, dated as normal operations of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”)and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02Section, neither the Company nor any of its Subsidiaries shall be required to provide access disclose any information to Parent or its properties, books, contracts, records or personnel Representatives if legal counsel for the Company reasonably determines that such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or (a) be subject to any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other legal privilege or confidentiality concerns)immunities, or (b) contravene any Law; provided, however, that in no event the Company shall give notice to Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the fact that it is withholding such information or documents pursuant to clause (a) or (b) above, and thereafter the Company the disclosure of which and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to subject waive the applicable privilege or contravene the applicable Law. Prior to the Closing, Parent shall not and shall cause its Affiliates and its and their Representatives not to use any information obtained pursuant to this SECTION 5.5 for any purpose unrelated to the Merger and the transactions contemplated hereby. (b) Parent and Merger Sub shall hold all documents and other information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with this Agreement or the transactions contemplated hereby in accordance with the Mutual Confidential Disclosure Agreement, dated as of June 10, 2023, by and between the Company and Parent (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. No investigation pursuant to this SECTION 5.5 or information or notification provided or received by Parent pursuant to this Agreement will affect any of its Subsidiaries to risk the representations or warranties of liabilitythe Parties contained in this Agreement (or the Company Disclosure Schedule) or prejudice the rights and remedies of Parent or Merger Sub hereunder.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Lawnotice, the Company shall, shall (and shall cause its Subsidiaries to, ) afford to Parent the officers, employees, accountants, counsel and its Representativesother Representatives of Buyer, reasonable access, during access at normal business hours hours, during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementTime, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the commitments and records. The Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, shall (and shall cause its Subsidiaries to) furnish promptly to Buyer all information concerning its business, properties and personnel as Buyer may reasonably request, and shall make available to Buyer the appropriate individuals (including attorneys, accountants and other professionals) for discussion of its business, properties and personnel as Buyer may reasonably request. Buyer shall keep such information confidential in accordance with the terms of the letter agreement, entered into on September 8, 2004 (the “Confidentiality Agreement”) between Buyer and the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information, property or personnel if (X) the Company believes in good faith that such access is subject to any confidentiality obligations or would be reasonably likely to jeopardize the Company’s attorney-client, work product or similar legal privilege; (Y) any Applicable Law requires the Company to restrict or prohibit access to any such information, properties or personnel; or (Z) such access would unreasonably disrupt the businesses and operations of the Company; provided that the Company will use commercially reasonable best efforts to make appropriate substitute disclosure access to information arrangements under circumstances in which such where the foregoing restrictions apply apply. (including redacting such b) No investigation pursuant to receipt of information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance property or evaluation records, medical histories personnel in accordance with Section 6.3(a) above shall affect any representation or other similar information that warranty in this Agreement of any party hereto or any condition to the reasonable opinion obligations of the Company the disclosure of which would reasonably be expected to subject the Company parties hereto or any of its Subsidiaries condition to risk of liabilitythe Merger.

Access to Information; Confidentiality. (a1) Upon reasonable notice and During the Interim Period, subject to Applicable Lawcompliance with applicable Law and the terms of any existing Contracts, the Company IPC Companies shall, and shall cause its Subsidiaries officers, directors, employees, independent auditors, accounting advisers and agents to, afford to Parent Vasogen, Cervus and its Representativesto their officers, employees, agents and representatives such access as Vasogen and/or Cervus may reasonably require at all reasonable accesstimes, during normal business hours during to their officers, employees, agents, properties, books, records and Contracts, and shall make available to Vasogen all data and information as Vasogen may reasonably request. Without limiting the period from foregoing, Vasogen and such other persons shall, upon reasonable prior notice, have the right, at Vasogen’s sole cost, to conduct appraisal and inspections of the material properties of Vasogen. The IPC Companies and Vasogen acknowledge and agree that information furnished pursuant to this Section 8.6 shall be subject to the terms and conditions of the Confidentiality Agreement. (2) From the date of this Agreement to hereof until the earlier of the Effective Time or and the termination of this Agreement, subject to all compliance with applicable Law and the terms of its propertiesany existing Contracts, books, contracts and records, and, during such period, the Company Vasogen shall, and shall cause its Subsidiaries officers, directors, employees, independent auditors, accounting advisers and agents to, afford to the IPC Companies and to its officers, employees, agents and representatives such access as the IPC Companies may reasonably require at all reasonable times, to their officers, employees, agents, properties, books, records and Contracts, and shall make available to Parent the IPC Companies all other data and information concerning its businesses, properties and personnel as Parent the IPC Companies may reasonably request, . Vasogen and instruct its Representatives to reasonably cooperate with Parent in its investigation. All the IPC Companies acknowledge and agree that information furnished pursuant to this Agreement Section 8.6 shall be subject to the confidentiality agreement, dated as terms and conditions of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any . (3) Any investigation pursuant to this ‎Section 6.02(a) Section 8.6 shall affect be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the IPC Companies or be deemed to modify any representation or warranty made by Vasogen, as the Company or Parent pursuant to this Agreementcase may be. (b4) Notwithstanding anything to the contrary in or any other provision of this ‎Section 6.02Agreement, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries no Party shall be required obligated to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operationsto, or provide access to or disclose, any information to disclose information where another Party if it reasonably determines that such access or disclosure would violate applicable Law or jeopardize the attorneyany solicitor-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreementclaim by such Party; provided that the Company shall, and such Party shall cause use its Subsidiaries to, use reasonable best efforts to make appropriate substitute put in place an arrangement to permit such disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorneywithout loss of solicitor-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityprivilege.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date hereof until the Closing Date, Seller will (i) give Buyer, its counsel, financial advisors, auditors and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, other authorized representatives full access during normal business hours during the period from the date of this Agreement to the earlier offices, properties, books and records of Seller relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigationBusiness. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any Any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries Section shall be required conducted in such manner as not to provide interfere unreasonably with the conduct of the Business or any other business of Seller. Notwithstanding the foregoing, Buyer shall not have access to its properties, books, contracts, personnel records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access Seller relating to individual performance or evaluation records, medical histories or other similar information that which in the reasonable Seller's good faith opinion of the Company is sensitive or the disclosure of which would reasonably be expected to could subject the Company or any of its Subsidiaries Seller to risk of liability. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. (b) For a period five (5) years after the Closing, Seller and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Business, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or its Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Business. The obligation of Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) For a period of five (5) years after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records, information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; PROVIDED that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable restrictions under applicable Law, the Company shallshall afford to Parent, and shall cause its Subsidiaries toto Parent’s officers, afford employees, accountants, counsel, financial advisors, and their respective Agents, including the Debt Financing Sources (provided, however, that the Debt Financing Sources may only be provided with confidential information subject to Parent and its Representatives, customary confidentiality undertakings reasonably acceptable to the Company) reasonable access, during normal business hours and upon reasonable prior notice to the Company during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this Agreement, to all of its and its Subsidiaries’ properties, books, contracts Contracts, personnel and records, records and, during such period, the Company shallshall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws (unless such document is publicly available), (ii) a copy of each material correspondence or written communication with any United States Federal or state governmental agency, and shall cause its Subsidiaries to, make available to Parent (iii) all other information concerning its businessesand its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, and instruct its Representatives however, that that the Company may restrict the foregoing access to reasonably cooperate with Parent such information or personnel to the extent that such disclosure would, based on the advice of legal counsel, result in its investigation. All information furnished pursuant a waiver of attorney-client privilege, the work product doctrine or any other applicable privilege applicable to this Agreement shall be subject to such information. (b) Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of January 18March 21, 20192014, between Parent and the Company and Parent (as amended from time to time, the “Confidentiality Agreement”). , Parent shall hold, and shall cause Holdings, Merger Sub and its, Holdings’ and Merger Sub’s respective officers, employees, accountants, counsel, financial advisors and other Agents to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. (c) No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will be deemed to modify constitute an exception to any representation of the representations or warranty made by warranties of the Company parties hereto contained in this Agreement or Parent the conditions hereunder to the obligations of the parties hereto, constitute a waiver of any breach thereof or otherwise affect or limit the remedies available to Parent, Holdings or Merger Sub pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawDuring the Pre-Closing Period, the Company shallshall afford, and shall cause its the Company Subsidiaries toand the officers, afford directors and employees of the Company and the Company Subsidiaries to afford, the officers, employees and agents of Parent and its Representatives, Merger Sub reasonable access, access during normal business hours during the period from the date of this Agreement upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the earlier of Company's and the Effective Time or the termination of this AgreementCompany Subsidiaries' officers, to all of its employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and records, and, during such period, the Company shallother assets as Parent shall reasonably request, and shall cause its Subsidiaries topromptly furnish Parent and Merger Sub (i) a copy of each report, make available schedule and other document filed or submitted by it pursuant to Parent the requirements of Federal or state securities Laws and a copy of any communication (including "comment letters") received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions and (ii) all other information concerning its businessesand the Company Subsidiaries' business, properties and personnel personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request, and instruct its Representatives to reasonably cooperate with Parent (B) that are in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreementpossession, dated as custody or control of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or any Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (provided that such privilege cannot in the Company's good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or any Company Subsidiary with respect to confidentiality. Parent, Merger Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Notwithstanding anything to Until the contrary in this ‎Section 6.02Effective Time, ‎Section 8.01 or ‎Section 8.02the provisions of the Confidentiality Agreement dated February 20, neither 2008 between Parent and the Company nor any of (the "Confidentiality Agreement") shall remain in full force and effect in accordance with its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityterms.

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to applicable Laws relating to access to and subject to Applicable Law, the exchange of information: (i) the Company shall, and shall cause its Subsidiaries to, afford to Parent Buyer and its Representatives, representatives reasonable access, access during normal business hours during the period from the date of this Agreement and on reasonable advance notice to the earlier of the Effective Time or the termination of this Agreement, to all of Company’s and its Subsidiaries’ properties, books, contracts records and records, and, during representatives; and (ii) provided that such periodaccess does not unreasonably interfere with the conduct of Business of the Company or its Subsidiaries, the Company shallshall furnish (or otherwise make available) promptly to Buyer, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businessesand its Subsidiaries’ Business, properties properties, Liabilities and personnel as Parent Buyer may reasonably requestrequest for the purposes referred to above, and instruct other than any personnel information protected by applicable privacy Laws. (b) No investigation by Buyer or its Representatives representatives shall affect any representations, warranties, covenants or agreements of the Company or the Stockholders set forth herein or the conditions to reasonably cooperate with Parent in its investigation. the obligations of the Parties hereto. (c) All information furnished obtained by either Buyer or Merger Sub pursuant to this Agreement hereto shall be subject to kept confidential in accordance with the confidentiality agreement, dated as of January 18October 4, 20192007, between Parent Buyer and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event (i) the Confidentiality Agreement shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in terminate at the reasonable opinion Effective Time; (ii) paragraph (7) of the Company Confidentiality Agreement is of no further force or effect; and (iii) paragraph (14) of the disclosure Confidentiality Agreement shall have no application to disputes arising out of this Agreement (each of which would reasonably shall be expected to subject governed by Section 9.9 hereof). (d) Following the Company or any Closing, Buyer, the Surviving Corporation and each of its Subsidiaries will afford promptly to risk the CSE Holders and their agents reasonable access to the properties, books, records, employees and auditors of liabilitythe Surviving Corporation and its Subsidiaries to the extent necessary to permit such CSE Holders to determine any matter relating to their rights and obligations hereunder or to any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date; provided that any such access by such CSE Holders does not unreasonably interfere with the conduct of the business of the Surviving Corporation or Buyer.

Access to Information; Confidentiality. (a) Upon reasonable notice TeleCorp agrees that, during the period commencing on the date hereof and subject ending on earlier to Applicable Lawoccur of the termination of this Agreement in accordance with Article VIII or the Closing Date (in either case, the Company shall"Interim ------------ ------- Period"), and shall (i) it will give or cause its Subsidiaries to, afford to Parent be given to Tritel and its counsel, ------ financial advisors, auditors and other authorized representatives (collectively, "Representatives, reasonable ") such access, during normal business hours during the period from the date of this Agreement and upon reasonable --------------- advance notice, to the earlier of the Effective Time or the termination of this Agreementplants, to all of its properties, books, contracts books and records, and, during such period, the Company shall, records of TeleCorp and shall cause its Subsidiaries toas Tritel may from time to time reasonably request; provided, make available -------- however, that TeleCorp shall have the right to Parent have a representative present at ------- all such times, (ii) it will furnish or cause to be furnished to Tritel and its Representatives such financial and operating data and other information concerning its businesses, properties and personnel as Parent Tritel may from time to time reasonably request, and instruct (iii) it will provide Tritel and its Representatives such access to the representatives, officers and employees of TeleCorp and its Subsidiaries as Tritel may reasonably cooperate with Parent in its investigation. All information furnished pursuant request; provided, that all requests for information, to this Agreement visit plants or facilities or to interview employees shall be subject directed to the confidentiality agreementChief Financial Officer of TeleCorp or such other Person as he shall designate. Tritel agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from TeleCorp as "Evaluation Material" under the Letter Agreement entered into ------------------- between TeleCorp and Tritel dated as of January 18February 24, 20192000 ( the "Confidentiality --------------- Agreement"), between Parent and will continue to honor its obligations thereunder and that, if --------- requested by TeleCorp, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the Company (terms of the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant Agreement and agreeing to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementbound thereby. (b) Notwithstanding anything to Tritel agrees that, during the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information Interim Period: (i) it will give or cause to remove references concerning valuationbe given to TeleCorp and its Representatives such access, (ii) during normal business hours and upon reasonable advance notice, to the plants, properties, books and records of Tritel and its Subsidiaries as necessary Tritel may from time to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)time reasonably request; provided, however, that in no event Tritel shall Parent have the -------- ------- right to have a representative present at all such times, (ii) it will furnish or cause to be furnished to TeleCorp and its Representatives such financial and operating data and other information as TeleCorp may from time to time reasonably request, and (iii) it will provide TeleCorp and its Representatives such access to individual performance the representatives, officers and employees of Tritel and its Subsidiaries as TeleCorp may reasonably request; provided, that all requests for information, to visit plants or evaluation recordsfacilities or to interview employees shall be directed to the Chief Financial Officer of Tritel or such other Person as he shall designate. TeleCorp agrees that it will, medical histories or other similar and will cause its Representatives to, continue to treat all information that in so obtained from Tritel as "Evaluation Material" under the reasonable opinion of the Company the disclosure of which would reasonably be expected Confidentiality Agreement, and will continue to subject the Company or ------------------- honor its obligations thereunder and that, if requested by Tritel, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (c) Each of TeleCorp and Tritel agrees that, during the Interim Period: (i) it will give or cause to be given to AT&T and its Representatives such access, during normal business hours and upon reasonable advance notice, to the plants, properties, books and records of it and its Subsidiaries as AT&T may from time to risk time reasonably request; provided, however, that TeleCorp or -------- ------- Tritel, as applicable, shall have the right to have a representative present at all such times; (ii) it will furnish or cause to be furnished to AT&T and its Representatives such financial and operating data and other information as AT&T may from time to time reasonably request; and (iii) it will provide AT&T and its Representatives such access to the representatives, officers and employees of liabilityTeleCorp and Tritel and their respective Subsidiaries as AT&T may reasonably request provided that all requests for information to visit plants or facilities -------- or to interview employees shall be directed to the Chief Financial Officer of Tritel or TeleCorp, as applicable, or to such other person as such Chief Financial Officer shall designate. AT&T agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Tritel or TeleCorp, as applicable, as confidential under the confidentiality provisions of its stockholders agreement with Tritel or TeleCorp, as applicable, and after the Effective Time with the Holding Company, and will continue to honor its obligations thereunder.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Lawadvance notice, the Seller shall cause the Company shalland its Subsidiaries to give the Purchaser, its counsel, financial advisors, financing sources, auditors and other authorized representatives (collectively, "Representatives") reasonable access during normal business hours to the offices, properties, personnel, books and records of the Company. (b) Subject to the confidentiality restrictions contained in Section 5.02(c), the Seller shall cause the Company to permit two (2) representatives of the Purchaser (the "Purchaser Observers") to attend Operational Meetings in an observer capacity, provided, however, that the Company or the Seller shall have the right to exclude the Purchaser Observers from portions of such meetings or to omit to provide the Purchaser Observers with certain information if the Company or the Seller believes in good faith, based on the advice of its respective counsel, that such exclusion or omission is necessary in order to (a) preserve attorney-client privilege, or (b) fulfill the Company's or the Seller's obligations with respect to confidential or proprietary information of third parties (provided, however, that the Purchaser Observers shall not be so excluded unless all other persons whose presence at a meeting would result in a violation of such third party confidentiality obligations are also excluded), provided that the parties shall use commercially reasonable efforts to provide alternative disclosure regarding such excluded or omitted information to the Purchaser in a manner that does not require such exclusion or omission. (c) Prior to the Closing, the Purchaser agrees to, and shall cause its Subsidiaries toagents, afford to Parent and its Representatives, reasonable accessAffiliates, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreementemployees, to all of its properties, books, contracts officers and records, and, during such period, the Company shall, directors ("Purchaser Parties") to: (i) treat and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties hold as confidential (and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, not disclose or provide access to or to disclose any Person to) all confidential and proprietary information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of and its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuationSubsidiaries, (ii) as necessary in the event that the Purchaser or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to comply disclose any such information, provide the Seller with contractual arrangements prompt written notice of such requirement so that the Seller, the Company or its Subsidiaries may seek a protective order or other remedy or waive compliance with this Section 5.02(c), (iii) in effect on the event that such protective order or after other remedy is not obtained, or the date hereofSeller and the Parent waive compliance with this Section 5.02(c), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, which shall not be a breach of this Section 5.02(c), and (iiiiv) as necessary promptly following any termination hereof prior to address reasonable attorney-client the Closing Date furnish to the Company or the Seller any and all copies (in whatever form or medium) of all such confidential information then in the possession of the Purchaser Parties and destroy any and all additional copies then in the possession of the Purchaser Parties of such information and of any analyses, compilations, studies or other privilege documents prepared, in whole or confidentiality concerns)in part, on the basis thereof; provided, however, that in no event this sentence shall Parent have access not apply to individual performance any information that, at the time of disclosure, (x) is available publicly other than as a result of a breach of this Agreement by any Purchaser Party, or evaluation records, medical histories (y) is developed independently by or other similar information that in the reasonable opinion on behalf of the Company the disclosure of which would reasonably be expected to subject the Company Purchaser or any such other Person separate and apart from such information. (d) Notwithstanding anything in this Agreement to the contrary, Parent and the Seller shall have no obligation to disclose any of the confidential or proprietary information of Parent or its Subsidiaries Affiliates that is not related to risk of liabilitythe Business.

Access to Information; Confidentiality. (a) Upon From the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable notice access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and the Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to any document or other information (i) with respect to any potential or current litigation between the Company and the Subsidiaries, on the one hand, and Parent or any of its affiliates, on the other hand, that is subject to Applicable Lawan attorney-client or other privilege or constitutes attorney work product or (ii) reasonably determined by the Company to relate to the litigation that is the subject of the Settlement Agreement or that relates to bona fide operational disputes between Parent and Buyer (collectively with all analyses, compilations, studies or other documents or records prepared by Parent, Buyer or any of their Representatives that contain or are otherwise reflect or are generated from such information, the “Confidential Information”); provided, however, that “Confidential Information” does not include any information provided by the Company or any of its subsidiaries to Parent or any of its subsidiaries pursuant to any Sprint PCS Management Agreement or related agreement in effect between the Company or any of its Subsidiaries, on the one hand, or Parent or any of its subsidiaries, on the other hand (each a “Sprint PCS Management Agreement”, and collectively, the “Sprint PCS Management Agreements”), which information shall be treated in accordance with the terms of the applicable Sprint PCS Management Agreement (the “Management Agreement Information”). In addition, from the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries Representatives to, afford to cooperate and consult with Parent regarding transition planning and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and records, and, during such periodconsultation, the Company shall, and shall cause its Subsidiaries to, make available to such Representatives of Parent all office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information, including Confidential Information or Management Agreement Information, for the purpose of evaluating the Merger or the other transactions contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information concerning provided under any agreement to which Parent, Buyer or any of its businessesaffiliates, properties and personnel as Parent may reasonably requeston the one hand, and instruct the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement between the Company and Parent with respect thereto. (b) All Confidential Information furnished by the Company or its Representatives to reasonably cooperate with Parent in its investigation. All information furnished Parent, Buyer or their respective Representatives, as the case may be, shall be treated as the sole property of the Company and shall be considered Proprietary Information of the Company pursuant to this Agreement shall to, and be subject to the confidentiality agreementterms and conditions of, the Agreement for Mutual Use and Non-Disclosure of Proprietary Information, dated as of January 18September 25, 20192009, between Parent and the Company (the “Confidentiality Agreement”). . (c) No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 5.2 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement of any party or Parent pursuant to this Agreement. (b) Notwithstanding anything any condition to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege obligations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties.

Access to Information; Confidentiality. In each case solely for the purposes of preparing for and effecting the transactions and other matters contemplated by this Agreement (aincluding the Financing), transition and integration planning and reviewing the performance and operation of the Company (and not following the commencement of any adverse Proceeding between the parties or their Affiliates) Upon reasonable notice and subject to Applicable Law(the “Intended Purpose”), the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford reasonable access to Parent and its Parent’s Representatives, reasonable access, during normal business hours during and upon reasonable notice, throughout the period from the date of this Agreement to the earlier of the Effective Time (or until the earlier termination of this AgreementAgreement in accordance with Section 7.1), to all of its the personnel, advisors, properties, books, contracts books and records, records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, make available ) furnish reasonably promptly to Parent such Representatives all other information concerning its businessesthe business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as Parent may reasonably requestbe requested for the Intended Purpose; provided, and instruct however, that nothing herein shall require the Company or any of its Representatives Subsidiaries to reasonably disclose any information to Parent or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (b) jeopardize any attorney-client or other legal privilege; provided, further, that in each such case, the Company shall cooperate with Parent in its investigationto enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such information. All information furnished No investigation or access permitted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 5.5 shall affect or be deemed to modify any representation representation, warranty, covenant or warranty agreement made by the Company or Parent hereunder. All information and documents furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives pursuant to this Section 5.5 shall be kept confidential in accordance with the Confidentiality Agreement. (b) . Notwithstanding anything herein to the contrary contrary, the parties hereby agree and acknowledge that the restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Agreement to the Company nor any of its Subsidiaries shall be extent required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or permit any of its Subsidiaries or contravene action contemplated hereby and in accordance herewith and solely until any Applicable Law or binding agreement entered into prior to the date termination of this Agreement; provided that the Company shall, and shall cause Agreement in accordance with its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityterms.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable applicable Law, from the date hereof until the Company Merger Effective Time, the Company shall, and shall cause its the U.S. Subsidiaries and Foreign Subsidiaries and the Representatives of the Company and the U.S. Subsidiaries and Foreign Subsidiaries to, afford to Parent and its Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts Company and records, and, during such period, the Company shalleach U.S. Subsidiary and Foreign Subsidiary, and shall cause its Subsidiaries to, make available to Parent all other financial, operating and other data and information concerning its businesses, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, and instruct neither Parent nor any of its Representatives to reasonably cooperate shall (i) contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each case Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, (ii) contact or have any discussions with any of the “Confidentiality Agreement”). No information landlords/sublandlords, tenants/subtenants, or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect licensees or be deemed to modify any representation or warranty made by franchisees of the Company or its U.S. Subsidiaries or Foreign Subsidiaries, unless in each case Parent pursuant informs the Company in advance and provides the Company a reasonable opportunity to this Agreement. observe such discussions, provided, that clauses (bi) Notwithstanding anything and (ii) shall not be applicable to contacts or discussions not related to the contrary in transactions contemplated by this ‎Section 6.02Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors or (iii) damage any property or any portion thereof except to the extent such damage caused by Parent or its Representatives is fully restored to its condition prior to such damage by Parent at its sole cost and expense. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Contracts, ‎Section 8.01 Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or ‎Section 8.02sediment) or any building material or to perform any invasive testing procedure on any building. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its the U.S. Subsidiaries or Foreign Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its the U.S. Subsidiaries or Foreign Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; Agreement (provided that the Company shall, and the U.S. Subsidiaries and Foreign Subsidiaries shall cause its Subsidiaries to, use commercially reasonable best efforts to make appropriate substitute obtain consent from the applicable Third Party or enter into a customary joint defense agreement to enable the disclosure arrangements of such information). No investigation conducted under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); providedthis Section 7.03, however, that shall affect or be deemed to modify any representation or warranty made in no event this Agreement. (b) Prior to the Company Merger Effective Time, all information obtained by Parent pursuant to this Section 7.03 shall be kept confidential in accordance with the confidentiality agreement dated May 9, 2007 between Tishman Speyer Development Corp. and the Company (the “Confidentiality Agreement”). Notwithstanding the foregoing, Parent have access and its Representatives may furnish Evaluation Material (as defined in the Confidentiality Agreement) to individual performance any Person in connection with such Person’s potential investment in or provision of financing to Parent or its affiliates or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company acquisition of assets of the disclosure of which would reasonably be expected to subject Company, U.S. Subsidiary or Foreign Subsidiary in connection with or following the Closing, in each case, so long as any such Person has entered into a confidentiality agreement with the Company substantially similar to the Confidentiality Agreement or any has agreed in writing to be bound by the provisions of its Subsidiaries the Confidentiality Agreement to risk of liabilitythe same extent as if an original party signatory thereto.

Access to Information; Confidentiality. Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.01, upon reasonable notice, the Company shall afford to Parent and Parent’s Representatives and sources of Debt Financing reasonable access during normal business hours to the Company’s and its Subsidiaries’ Representatives, officers, employees, agents, facilities, properties, books, Contracts and records (aother than any of the foregoing that related to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries and direct its Representatives to, afford furnish promptly to Parent and Parent’s Representatives such information concerning its Representativesand its Subsidiaries’ businesses, personnel, assets, liabilities and properties as Parent may reasonably request (other than any information that the Company determines in its reasonable access, during normal business hours during the period from the date of this Agreement judgment relates to the earlier of the Effective Time or the termination negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all any Takeover Proposal or any other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate transactions potentially competing with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject or alternative to the confidentiality agreement, dated as Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change), in each case, in connection with the consummation of the Transactions (including for integration planning); provided that Parent pursuant and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to this Agreement. interfere unreasonably with the business or operations of the Company; provided further, however, that (ba) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would reasonably be expected to (i) violate or prejudice the rights of its or any of its Subsidiaries shall be required Subsidiaries’ customers, (ii) result in the disclosure of Trade Secrets or competitively sensitive information to provide access third parties, (iii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to its propertiesa third party, books, contracts, records (iv) risk the loss of or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize waive the protection of an attorney-client privilege privilege, attorney work product protection or other legal privilege, (v) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreementthreatened Action; provided that in each such case, to the extent permitted by Law, the Company shall, shall inform Parent as to the general nature of the access or information being restricted as a result thereof and shall cause its Subsidiaries to, use commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances provide such access or information in which such restrictions apply (including redacting such information a manner that does not result in any of the outcomes described in the foregoing clauses (i) to remove references concerning valuation, through (ii) as necessary to comply with contractual arrangements in effect on or after the date hereofv), and (iiib) as necessary any physical access may be limited to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of extent the Company the disclosure of which determines in good faith that providing such access would reasonably be expected to subject jeopardize the health and safety of any employee of the Company or any Subsidiary of its Subsidiaries the Company. All requests for information made pursuant to risk this Section 5.05 shall be directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the terms of liabilitythe letter agreement dated as of April 4, 2023, by and among the Company, Nautic Partners, LLC and CPRx Holding Company, LLC (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable notice To the extent permitted by applicable Law and subject to Applicable Lawthe agreement, dated June 21, 2007, between the Company and Parent (the “Confidentiality Agreement”), the Company shall, and shall cause its the Company Subsidiaries to, afford to the Parent and its Representatives, Representatives reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreementhours, to all of its the Company Entities’ properties, books, contracts contracts, commitments, personnel and records, and, during such period, the Company shall, records and shall cause its Subsidiaries to, make available to Parent all other information concerning its businessestheir business, properties and personnel as Parent or Merger Sub may reasonably request. Parent and Merger Sub shall hold, and instruct its shall cause their respective affiliates and the Parent Representatives to reasonably cooperate hold, any nonpublic information in accordance with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as terms of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by Notwithstanding the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02foregoing, neither the Company nor any of its Subsidiaries Company Subsidiary shall be required obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (z) would be materially disruptive to the business or operations of the Company or its Subsidiaries, provided, that the Company and Parent shall use commercially reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in clauses (x), (y) and (z). (b) To the extent permitted by applicable Law and subject to the Confidentiality Agreement, Parent shall, and shall cause the Parent Subsidiaries to, afford to the Company Representatives reasonable access, during normal business hours, to all of the Parent Entities’ properties, books, contracts, commitments, personnel and records or and all other information concerning their business, properties and personnel if such access would unreasonably disrupt its operationsas the Company may reasonably request. The Company shall hold, or and shall cause their respective affiliates and the Parent Representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither Parent nor any Parent Subsidiary shall be obligated to provide access to or to disclose information where any such access or disclosure would jeopardize information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (z) would be materially disruptive to the business or operations of Parent, provided, that Parent and the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances provide such access or information in which such restrictions apply a manner that avoids or removes the impediments described in clauses (including redacting such information (i) to remove references concerning valuationx), (iiy) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concernsz); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives, Parent’s representatives reasonable access, upon reasonable advance notice and during normal business hours hours, during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementTime, to all of its respective properties, books, contracts contracts, commitments, personnel and records, records and, during such period, the Company shall, and shall cause its each of their respective Subsidiaries to, make available furnish promptly to Parent all other information concerning its businessesbusiness, properties and personnel as Parent may be reasonably requestrequested (in each case, in a manner so as to not interfere in any material respect with the normal business operations of Company or its Subsidiaries); provided, however, that Company shall not be required to permit such access or make such disclosure, to the extent that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party, (ii) result in the loss of any attorney-client privilege, or (iii) violate any Law. 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 7.01 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and instruct Parent or any of its Representatives Affiliates, on the other hand, are adverse parties. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to reasonably cooperate with Parent be provided to the other under this Section 7.01 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 be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Company or its investigationlegal counsel. All information furnished exchanged pursuant to this Agreement Section 7.01 shall be subject to the confidentiality agreement, dated as of January 18May 14, 20192014, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything Subject to the contrary in this ‎Section 6.02limitations and restrictions set forth in, ‎Section 8.01 or ‎Section 8.02, neither and without expanding the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege obligations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of Parties under, this Agreement; provided that Section 7.01 and Law, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply reasonably cooperate with contractual arrangements in effect on or after the date hereof, Parent and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk facilitate the planning of liabilitythe integration of the parties and their respective businesses after the Closing Date.

Access to Information; Confidentiality. (a) Upon reasonable notice notice, each of DENTSPLY and subject to Applicable Law, the Company shall, Sirona shall (and shall cause its their respective Subsidiaries and Representatives to, ) afford to Parent the other party and its Representatives, Representatives reasonable access, access during normal business hours hours, during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementTime, to all of its properties, books, contracts Contracts and recordsrecords and its officers, employees and Representatives and, during such period, the Company shall, each of DENTSPLY and Sirona shall (and shall cause its Subsidiaries and Representatives to) furnish promptly to the other party (i) a copy of each report, make available schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to Parent the requirements of applicable securities Laws (other than reports or documents which such party is not permitted to disclose under applicable Law) and (ii) consistent with its obligations under applicable Law, all other information concerning its businessesbusiness, properties and personnel as Parent the other party may reasonably request; provided, however, none of DENTSPLY or Sirona or any of their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access would, in the reasonable judgment of such party, (x) breach any agreement with any third party, (y) constitute a waiver of the attorney-client or other privilege held by such party or (z) otherwise violate any applicable Law. In the event any of the restrictions in clauses (x) through (z) of the foregoing sentence shall apply, the parties shall advise the other party of the subject matter of any such information that cannot be disclosed and instruct its Representatives shall use their reasonable best efforts to reasonably cooperate make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with Parent in its investigationapplicable Laws. All Any such information furnished provided pursuant to this Agreement Section 5.5 shall be subject held in confidence to the confidentiality agreementextent required by, and in accordance with, the provisions of that certain Confidentiality Agreement, dated as of January 18June 10, 2019, between Parent and the Company 2015 (the “Confidentiality Agreement”). No information or knowledge obtained , between DENTSPLY and Sirona, which Confidentiality Agreement shall remain in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementfull force and effect. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor No investigation by any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records the parties or personnel if such access would unreasonably disrupt its operations, their respective Representatives or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, howevermade available or delivered pursuant to this Agreement shall affect the representations, that in no event shall Parent have access to individual performance warranties, covenants or evaluation records, medical histories or agreements of any other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparty set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable notice and All information furnished pursuant to this Agreement shall be subject to Applicable Lawthe Amended and Restated Confidentiality Agreement, dated as of October 4, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the Company shall“Confidentiality Agreement”), and shall cause its Subsidiaries to, afford to between Parent and its Representatives, the Company. On reasonable accessnotice, during normal business hours during the period from the date of this Agreement to the earlier of the First Effective Time or the termination of this Agreement, to all of its propertiessolely in connection with the Mergers and the other transactions contemplated hereby or integration planning relating thereto, books, contracts and records, and, during such period, (i) the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives reasonable access to its properties, books, contracts and records and (ii) the Company shall, and shall cause its respective Subsidiaries to, make available to Parent all other information not made available pursuant to clause (i) of this Section 8.01(a) concerning its businesses, properties and personnel personnel, in the case of each of clause (i) and (ii), as Parent may the other party reasonably requestrequests and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. During such period described in the immediately preceding sentence, on reasonable notice and subject to Applicable Law and during normal business hours, the Company shall instruct its pertinent Representatives to reasonably cooperate with Parent in its investigation. All review of any such information furnished provided or made available pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”)immediately preceding sentence. No information or knowledge obtained in any review or investigation pursuant to this ‎Section 6.02(a) Section 8.01 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to To the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither extent reasonably necessary for the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize confirm the attorney-client privilege accuracy of the Company or any representations of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to Parent, Bidco and each Merger Sub set forth in Article V and the date satisfaction of this Agreement; provided that the Company conditions precedent set forth in Section 9.03(a) and Section 9.03(b), Parent shall, and shall cause its Subsidiaries to, use afford to the Company and its Representatives reasonable best efforts access to make appropriate substitute disclosure arrangements under circumstances its books, contracts and records and such other information as the Company may reasonably request, during normal business hours during the period from the date of this Agreement to the earlier of the First Effective Time or the termination of this Agreement, in which a manner so as to not unreasonably interfere with the normal business operations of Parent or any of its Subsidiaries. (c) Anything to the contrary in this Section 8.01, Section 8.02 or Section 8.03 notwithstanding, none of the Company, Parent, nor any of their respective Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other party, in each case if such restrictions apply (including redacting such information access, disclosure, assistance or cooperation (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to remove references concerning valuationsuch information, (ii) as necessary would contravene any Applicable Law or Contract to comply with contractual arrangements in effect on which the applicable party is a subject or after the date hereofbound, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that would result in the reasonable opinion disclosure of any valuations of the Company or Parent in connection with the transactions contemplated by this Agreement or any other sale process, (iv) would result in the disclosure of which would reasonably be expected to subject any information in connection with any litigation or similar dispute between the Company or any of its Subsidiaries to risk of liability.parties hereto or

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from From the date of this Agreement to the earlier of the Effective Time or and the termination of date, if any, on which this Agreement, Agreement is terminated pursuant to all of its properties, books, contracts and records, and, during such periodSection 7.1, the Company shall, and shall cause each Subsidiary of the Company and each of their respective directors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Company Representatives”) (i) to provide to Parent and Purchaser and their respective directors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, the “Parent Representatives”) full access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries toand to the books and records of the Company and its Subsidiaries, make available (ii) to furnish promptly such financial, operating and other data concerning the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request in writing, and (iii) to provide to Parent all and Purchaser such reasonable access to stock transfer records and other information concerning its businessesrelated to the ownership of capital stock of the Company, properties and personnel including access to the Company’s transfer agent, as Parent may reasonably request. Such access shall include the right to conduct Phase I environmental reviews at any property, office or other facility of the Company and instruct its Representatives Subsidiaries; provided, however, that such access shall not include any right to reasonably cooperate with Parent in its investigationtest or take samples of air, water, groundwater, soil or any other media at any property. All information furnished pursuant to this Agreement Notwithstanding the foregoing, any such investigation or consultation shall be subject conducted in such a manner as not to interfere unreasonably with the confidentiality agreement, dated as business or operations of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of contravene any Law. No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior in this Agreement. (b) With respect to the date of this Agreement; provided that the Company shallinformation disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary the Parent Representatives to comply with contractual arrangements in effect on or after with, all of its obligations under the date hereofNondisclosure Agreement, the confidentiality provisions of which shall survive and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of be binding upon the Company and Parent until the disclosure of which would reasonably be expected Acceptance Time, notwithstanding anything to subject the Company or any of its Subsidiaries to risk of liabilitycontrary contained therein.

Access to Information; Confidentiality. (a) Upon reasonable notice To the extent permitted by applicable Law and subject to Applicable Lawthe agreement, dated June 30, 2009, between the Company and Parent (the “Confidentiality Agreement”), the Company shall, and shall cause its the Company Subsidiaries to, afford to the Parent and its Representatives, Representatives reasonable access, during normal business hours during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this AgreementTime, to all of its the Company Entities’ properties, books, contracts contracts, commitments, personnel and records, and, during such period, the Company shall, records and shall cause its Subsidiaries to, make available to Parent all other information concerning its businessestheir business, properties and personnel as Parent or Merger Sub may reasonably request. Parent and Merger Sub shall hold, and instruct its shall cause their respective affiliates and the Parent Representatives to reasonably cooperate hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (z) would be materially disruptive to the business or operations of the Company or the Company Subsidiaries, provided, that the Company shall use commercially reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in clauses (x), (y) and (z). Parent in agrees that it shall not, and shall cause its investigation. All respective representatives not to, use any information furnished obtained pursuant to this Agreement shall be subject Section 5.2 for any purpose unrelated to the confidentiality agreement, dated as consummation of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made transactions contemplated by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything To the extent permitted by applicable Law and subject to the contrary in this ‎Section 6.02Confidentiality Agreement, ‎Section 8.01 or ‎Section 8.02Parent shall, neither and shall cause the Parent Subsidiaries to, afford to the Company nor any Representatives reasonable access, during normal business hours during the period prior to the Effective Time, to all of its Subsidiaries shall be required to provide access to its the Parent Entities’ properties, books, contracts, commitments, personnel and records or and all other information concerning their business, properties and personnel if such access would unreasonably disrupt its operationsas the Company may reasonably request. The Company shall hold, or and shall cause their respective affiliates and the Parent Representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither Parent nor any Parent Subsidiary shall be obligated to provide access to or to disclose information where any such access or disclosure would jeopardize information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of the Company attorney work product protection, (y) would violate a confidentiality obligation to any person or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior (z) would be materially disruptive to the date business or operations of this Agreement; provided Parent, provided, that Parent shall use commercially reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in clauses (x), (y) and (z). The Company shallagrees that it shall not, and shall cause its Subsidiaries respective representatives not to, use reasonable best efforts any information obtained pursuant to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) this Section 5.2 for any purpose unrelated to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion consummation of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitytransactions contemplated by this Agreement.

Access to Information; Confidentiality. The Company shall (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, ) afford reasonable access to Parent and its Parent’s Representatives, reasonable access, during normal business hours during and upon reasonable notice, throughout the period from the date of this Agreement to the earlier of the Effective Time (or until the earlier termination of this AgreementAgreement in accordance with Section 7.1), to all of its the personnel, advisors, properties, books, contracts books and records, records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, make available ) furnish reasonably promptly to Parent such Representatives all other information concerning its businessesthe business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as Parent may reasonably requestbe requested; provided that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Merger Sub if such disclosure would, and instruct in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Representatives to reasonably Subsidiaries is a party or (b) jeopardize any attorney-client or other legal privilege; provided, further, that in each such case, the Company shall cooperate with Parent in its investigationto enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such information. All information furnished No investigation or access permitted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 5.5 shall affect or be deemed to modify any representation representation, warranty, covenant or warranty agreement made by the Company or Parent hereunder. All information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives pursuant to this Section 5.5 shall be kept confidential in accordance with the Confidentiality Agreement. (b) . Notwithstanding anything herein to the contrary contrary, the parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Agreement to the Company nor any of its Subsidiaries shall be extent required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or permit any of its Subsidiaries or contravene action contemplated hereby and in accordance herewith and solely until any Applicable Law or binding agreement entered into prior to the date valid termination of this Agreement; provided that the Company shall, and shall cause Agreement in accordance with its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityterms.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law, during the Pre-Closing Period and upon reasonable notice and subject to Applicable Lawprior notice, the Company shall, and shall cause its each of the Company Subsidiaries to, afford to Parent and its Representatives, Representatives reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, access to all of its their respective properties, books, contracts contracts, commitments, personnel and records, records and, during such periodthe Pre-Closing Period, the Company shall, and shall cause its each of the Company Subsidiaries to, make available furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws other than those publicly available in the SEC’s ▇▇▇▇▇ (or successor) system; and (b) all other information concerning its businessesbusiness, properties and personnel as Parent may reasonably request; provided, however, that (i) the Company may withhold any document or information that (A) is subject to the terms of a confidentiality agreement with a third party in effect as of the date of this Agreement (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); or (B) is subject to any attorney-client, attorney work product or other similar privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of such attorney-client, attorney work product or other similar privilege); and instruct (ii) if, in the reasonable judgment of the Company, any Law (including antitrust Laws) applicable to the Company requires the Company or its Representatives Affiliates to reasonably cooperate with Parent in restrict or prohibit access to any such properties or information, the Company or its investigationAffiliates may so restrict or prohibit such access, including by designating such information as “Clean Team Only” or “Outside Counsel Only” pursuant to a customary Clean Team Confidentiality Agreement agreed between the parties. If any material is withheld by the Company pursuant to the proviso to the preceding sentence, the Company shall inform ▇▇▇▇▇▇ as to the general nature of what is being withheld and the Company shall use reasonable best efforts to enter into an alternative arrangement, including a “clean-team” agreement, pursuant to which such information may be shared without violating such applicable Law. All information furnished exchanged pursuant to this Agreement Section 6.5 shall be subject to the confidentiality agreement, dated as of January 18, 2019, Mutual Confidential Disclosure Agreement between Parent and the Company and dated as of August 17, 2023, as amended (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the The Company shall, and shall cause its Subsidiaries to, afford to Parent Acquiror and its Representatives, reasonable access, Representatives full access during normal business hours during throughout the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this Agreement, to all of the Company's (and its Subsidiaries') properties, books, contracts contracts, commitments and records, records (including without limitation Tax Returns) and, during such period, shall furnish promptly upon request (i) to the extent not provided for pursuant to the preceding clause, all financial records, ledgers, workpapers and other sources of financial information possessed or controlled by the Company, any Company Subsidiary or the Company's accountants reasonably deemed by Acquiror or its Representatives necessary or useful for the purpose of performing an audit of the Company shalland its Subsidiaries and certifying financial statements and financial information, and shall cause its Subsidiaries to, make available to Parent all (ii) such other information concerning any of the foregoing as Acquiror shall reasonably request. In addition, each Party shall furnish promptly upon request a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it or any of its Subsidiaries with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, properties operations, properties, prospects, personnel, condition, (financial or other), or results of operations. The Company and personnel Acquiror acknowledge that they have heretofore executed confidentiality agreements, dated April 14, 1997 and July 16, 1997 (the "Confidentiality Agreements"), which separately and as Parent may reasonably requestincorporated herein shall remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and instruct that information obtained from the Company by Acquiror or its Representatives to reasonably cooperate with Parent in or by the Company or its investigation. All information furnished Representatives from Acquiror, pursuant to this Agreement Section 5.1(a), the Confidentiality Agreements or otherwise, shall be subject to the confidentiality agreement, dated as provisions of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this AgreementAgreements. (b) Notwithstanding anything Subject to the contrary terms and conditions the Confidentiality Agreements, Acquiror and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to be disclosed. In the event that this Agreement is terminated in accordance with its terms, Acquiror and the Company shall each promptly redeliver all non-public written material provided pursuant to this Section or any other provision of this Agreement or otherwise in connection with the Merger and the Transactions and shall not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which shall be delivered to independent counsel for such party. (c) No investigation pursuant to this Section 5.1 shall affect any representation or warranty in this ‎Section 6.02, ‎Section 8.01 Agreement of any Party hereto or ‎Section 8.02, neither any condition to the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege obligations of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityParties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to Applicable applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with Section 10.01 and the Merger Effective Time, the Company shall, and shall cause its the Company Subsidiaries toand the officers, directors, employees, auditors and agents of the Company and the Company Subsidiaries to afford Parent, following notice from Parent to Parent and its Representativesthe Company in accordance with this Section 8.02, reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier officers, employees, agents, properties, offices, plants and other facilities, Contracts, books and records of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts Company and records, and, during such period, the Company shallSubsidiaries, and shall cause its Subsidiaries to, make available to Parent all other financial, operating and other data and information concerning its businesses, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing the Company and the Company Subsidiaries shall not be obligated to disclose any information if the Company, and instruct its Representatives to reasonably cooperate with Parent in its investigationreasonable judgment, determines that doing so would (i) violate any applicable Law, (ii) result in the loss of attorney-client privilege with respect to such information or (iii) result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party. All information furnished Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. No investigation pursuant to this Agreement Section 8.02 or information provided, made available or delivered to Parent pursuant to this Section 8.02 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. (b) Prior to the Merger Effective Time, all information obtained by Parent pursuant to this Section 8.02 shall be subject to kept confidential in accordance with the confidentiality agreementagreement dated March 23, dated as of January 18, 2019, 2007 between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawDuring the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Company Representatives”) to, afford at Parent’s sole expense, (i) provide to Parent, Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent and its Representatives, ”) reasonable access, at reasonable times during normal business hours during (under the period from supervision of appropriate personnel and in a manner that does not unreasonably interfere with the date normal operation of this Agreement the business of the Company), upon reasonable prior notice to the earlier Company, to the officers, advisors, agents, Contracts, properties, offices and other facilities of the Effective Time or Company and its Subsidiaries, and to the termination books and records thereof (including Tax Returns, but excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws and anything that relates to the negotiation and execution of this Agreement, the process that led to all the negotiation and execution of its propertiesthis Agreement or, bookssubject to the disclosure requirements set forth in Section 4.4, contracts and recordsto any Acquisition Proposal), and, during with the Company’s consent (such periodconsent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company shall, and shall cause its Subsidiaries to, make available to Parent all other and (ii) furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, Liabilities, personnel and other aspects of the Company and its businesses, properties and personnel Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that (A) none of the Company, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries or any Company Representative shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize (x) contravene any applicable Law, Order or the attorney-client confidentiality obligations as in effect on the Agreement Date under any Contract of the Company or any of its Subsidiaries, (y) reasonably be expected to violate or result in a loss or waiver of any attorney client, legal or work product privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this AgreementSubsidiaries; provided that in each case in the foregoing clauses (x) and (y), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access to Parent and Merger Sub in compliance with applicable Law, and otherwise the Company shall use its reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances, (B) the Company shall not be required to afford access or furnish information to the extent such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (x) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other Person, including the related sale process and deliberations of strategic alternatives, (y) any Acquisition Proposal or (z) any Intervening Event and (C) none of the Company, any of its Subsidiaries or any Company Representative shall be required to provide such access to the extent that the Company in good faith determines, in light of any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries or any other Company Representative. (b) Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates shall, and shall cause its Subsidiaries tothe Parent Representatives or Company Representatives, use reasonable best efforts as applicable, to make appropriate substitute disclosure arrangements under circumstances keep all information received pursuant to this Section 4.2 or otherwise in which such restrictions apply connection with the Transactions (including redacting information received prior to the Agreement Date) confidential to the extent such information (i) to remove references concerning valuation, (ii) would constitute Confidential Information as necessary to comply with contractual arrangements defined in effect on or after the date hereofConfidentiality Agreement, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that use such information solely in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in connection with the reasonable opinion implementation of the Transactions or as otherwise permitted by the Confidentiality Agreement. Notwithstanding the foregoing, Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates, and the Parent Representatives or Company the disclosure of which would reasonably Representatives, as applicable, shall be expected permitted to subject the Company disclose all or any part of its Subsidiaries such information as may be required by applicable Law, by obligations pursuant to risk any listing agreement with any national securities exchange or as may be requested by a Governmental Authority, as determined in good faith by the Party making such disclosure; provided that except to the extent prohibited by applicable Law, each Party shall promptly notify the other Party of liabilitythe existence, terms and circumstances surrounding such a requirement or obligation reasonably in advance of such disclosure.

Access to Information; Confidentiality. (a) Upon reasonable notice From the Closing until the seventh anniversary of the Closing Date, each of Seller and subject to Applicable LawIDB Buyer shall not, and shall cause its respective Affiliates and officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (including its depositories, custodians, service providers and outsourcing partners that hold or maintain records for such Party) (collectively, "Representatives") not to, destroy or otherwise dispose of any books, records or other information relating to, in the case of Seller, the Company IDB Subsidiaries or, in the case of IDB Buyer, the Seller Retained Subsidiaries without first providing the other Party reasonable advance notice with respect to such destruction or other disposition and a reasonable opportunity to take possession of such books, records and information. During such time period, each of Seller and IDB Buyer shall, and shall cause its Subsidiaries respective Affiliates and Representatives to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, (1) reasonably make available to Parent all the other Party and its Representatives copies of the books, records or other information concerning its businessesrelating to, properties in the case of Seller, the IDB Subsidiaries or, in the case of IDB Buyer, the Seller Retained Subsidiaries, (2) respond promptly to the reasonable requests of the other Party and personnel as Parent may reasonably request, and instruct its Representatives for information relating to, in the case of Seller, the IDB Subsidiaries or, in the case of IDB Buyer, the Seller Retained Subsidiaries, including in connection with Taxes, Public Deal Proceedings and Pre-Closing Proceedings and (3) promptly make available its personnel and the personnel of its Affiliates and Representatives regarding the foregoing, to reasonably cooperate the extent such activities are at reasonable times and places and do not substantially interfere with Parent in its investigation. All information furnished pursuant to this Agreement the performance of their employment duties. (b) IDB Buyer agrees it shall be subject bound to the confidentiality agreement, dated as of January 18October 2, 20192013, by and between Parent GFI and the Company CME (the “"Confidentiality Agreement”"), as if it was a signatory thereto in the same capacity as CME thereunder, which shall continue in full force and effect in accordance with its terms. No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) If the Closing occurs, such confidentiality agreement shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementterminate at such time. (bc) Notwithstanding anything to From and after the contrary in this ‎Section 6.02Closing, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries IDB Buyer shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shallnot, and IDB Buyer shall cause the IDB Subsidiaries and its Subsidiaries and their respective Representatives not to, use reasonable best efforts divulge or convey to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)any third party any Trayport & FENICS Confidential Information; provided, however, that in no event shall Parent have access any such Person may furnish such portion (and only such portion) of Trayport & FENICS Confidential Information as such Person reasonably determines they are legally obligated to individual performance disclose if: (i) they receive a request to disclose all or evaluation recordsany part of the Trayport & FENICS Confidential Information under the terms of a subpoena, medical histories civil investigative demand or order issued by or for the benefit of a Governmental Entity or Self-Regulatory Organization; (ii) to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies Seller of the existence, terms and circumstances surrounding such request and consults with Seller on the advisability of taking steps available under applicable Law to resist or narrow such request; (iii) the recipient discloses only that portion of the Trayport & FENICS Confidential Information as it reasonably determines they are legally obligated to disclose; and (iv) the recipient cooperates with Seller and otherwise exercises its reasonable best efforts to obtain an order or other similar information reliable assurance that in confidential treatment will be accorded to the reasonable opinion Trayport & FENICS Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. (d) From and after the Closing, Seller shall not, and Seller shall cause the Seller Retained Subsidiaries and its and their respective Representatives not to, divulge or convey to any third party any IDB Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of IDB Confidential Information as such Person reasonably determines they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Company IDB Confidential Information under the disclosure terms of which would a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Entity or Self-Regulatory Organization; (ii) to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies IDB Buyer of the existence, terms and circumstances surrounding such request and consults with IDB Buyer on the advisability of taking steps available under applicable Law to resist or narrow such request; (iii) the recipient discloses only that portion of the IDB Confidential Information as it reasonably determines they are legally obligated to disclose; and (iv) the recipient cooperates with Seller and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be expected accorded to subject the Company IDB Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or any of its Subsidiaries to risk of liabilityorder.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from Between the date of this Agreement to the earlier of and the Effective Time or Time, upon reasonable notice the termination Company shall (and shall cause each of this Agreementits Subsidiaries to) (i) give Parent, Purchaser and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access to all of its propertiesplants, offices, warehouses and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, contracts records and recordsaffairs of the Company and its Subsidiaries, andwhether located on the premises of the Company or one of its Subsidiaries or at another location; (ii) furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed or received by it during such periodperiod pursuant to the requirements of Federal securities laws or regulations; (iii) permit Parent and Purchaser to make such inspections as they may require; (iv) cause its officers and the officers of its Subsidiaries to furnish Parent and Purchaser such financial, operating, technical and product data and other information with respect to the business and properties of the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent and Purchaser from time to time may reasonably request, including without limitation financial statements and instruct its Representatives schedules; (v) allow Parent and Purchaser the opportunity to reasonably interview such employees, vendors, customers, sales representatives, distributors and other personnel of the Company with the Company's prior written consent, which consent shall not be unreasonably withheld; and (vi) assist and cooperate with Parent and Purchaser in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as development of January 18, 2019, between integration plans for implementation by Parent and the Company (Surviving Corporation following the “Confidentiality Agreement”). No information or knowledge obtained in any Effective Time; PROVIDED, HOWEVER, that no investigation pursuant to this ‎Section 6.02(a) Section 6.2 shall affect or be deemed to modify any representation or warranty made by the Company or herein. Until the Effective Time, materials furnished to Parent pursuant to this AgreementSection 6.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Notwithstanding anything Except as otherwise provided below, until Parent or Purchaser acquires Shares pursuant to the contrary in this ‎Section 6.02, ‎Section 8.01 Offer or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company Tender and Option Agreement Parent and Purchaser shall, and shall cause its Subsidiaries their affiliates, agents and representatives to, keep secret and retain in confidence, and not use reasonable best efforts for the benefit of any such person or others (other than in connection with this Agreement and the transactions contemplated hereby), any confidential information of the Company which the Parent or Purchaser obtained from the Company pursuant to make appropriate substitute this Section 6.2. The restrictions on use and disclosure arrangements under circumstances in which such restrictions contained herein shall not apply (including redacting if and to the extent any such information (i) to remove references concerning valuationis publicly available or becomes publicly available (through no action or fault of Parent or Purchaser), (ii) as necessary was or is obtained by Parent or Purchaser from a third party, PROVIDED that to comply with contractual arrangements in effect on the recipient's knowledge, after reasonable inquiry, such third party was not bound by a contractual, legal or after the date hereof, and (iii) as necessary fiduciary obligation of confidentiality to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any other party with respect to such information or material, (iii) was already in the possession of Parent or Purchaser or known to Parent or Purchaser prior to being disclosed or provided to them by or on behalf of the Company, PROVIDED, that, to the recipient's knowledge, after reasonable inquiry, the source of such information or material was not bound by a contractual, legal 45 or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, or (iv) is required to be disclosed in a legal proceeding or pursuant to applicable law or the rules or regulations of any national securities exchange or over-the-counter market. In the event that Parent or Purchaser is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the confidential information provided under this Section 6.2, such party shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Parent or Purchaser is nonetheless, based on advice of its Subsidiaries outside counsel, legally compelled to risk disclose the confidential information to any tribunal or else stand liable to contempt or suffer other censure or penalty, such party may, without liability hereunder, disclose to such tribunal only that portion of liabilitythe confidential information which such counsel advises such party is legally required to be disclosed, provided that such party shall use its reasonable efforts to preserve the confidentiality of the confidential information, including without limitation by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the confidential information by such tribunal. The restrictions on use and disclosure of confidential information under this Section 6.2 shall expire three years from the date hereof.

Access to Information; Confidentiality. Subject to the confidentiality agreement between Parent and the Company, dated January 8, 2014 (athe “Confidentiality Agreement”) Upon reasonable notice and subject to Applicable applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its officers, employees, accountants, counsel, financial advisors and other Representatives, full access at all reasonable access, during normal business hours times on reasonable notice during the period from between the date of this Agreement to and the earlier of the Effective Time or and the termination of this Agreement, Agreement in accordance with Section 8.1 to all of its their properties, books, contracts contracts, commitments, personnel and records, including for the purpose of conducting Phase I environmental site assessments (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shallshall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, and shall cause its Subsidiaries to, make available to Parent (b) all other information concerning its businessesbusiness, properties properties, litigation matters, personnel and personnel environmental compliance and property condition as Parent may reasonably request; provided, that nothing in this Section 6.2 shall require the Company to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its obligations with respect to confidentiality (provided, that the Company shall, upon the request of Parent, use its reasonable best efforts to obtain the required consent of any third party to such access or disclosure), or (z) result in the loss of attorney-client privilege (provided, that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege). In addition, the Company and instruct its Representatives to officers and employees shall reasonably cooperate with Parent in its investigationParent’s efforts to comply with the rules and regulations affecting public companies, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. All information furnished No review pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 6.2 shall affect or be deemed to modify any representation or warranty made by contained herein, the Company covenants or Parent agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. All information provided pursuant to this Section 6.2 shall be subject to the terms of the Confidentiality Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law, upon reasonable notice and subject to Applicable Lawnotice, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Parent’s Representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this AgreementCompany’s officers, to all of its employees, agents, properties, books, contracts Contracts and records, and, during such period, records and the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent all other and Parent’s Representatives such information concerning its businessesbusiness, personnel, assets, liabilities and properties and personnel as Parent may reasonably request, ; provided that Parent and instruct its Representatives shall (x) conduct any such activities in such a manner as not to reasonably cooperate interfere unreasonably with Parent the business or operations of the Company and (y) not be permitted to conduct any invasive sampling or environmental testing; provided, further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its investigationreasonable judgment, that doing so would be reasonably likely to (i) violate applicable Law or a Contract or obligation of confidentiality owing to a third party, (ii) waive the protection of an attorney-client privilege or other legal privilege or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not be reasonably likely to violate the applicable Law, Contract or obligation or risk waiver of such privilege. All requests for information furnished made pursuant to this Agreement Section 5.07 shall be directed to the Person designated by the Company. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement, agreement dated as of January 18November 5, 20192020 by and between GLNG and NFE Atlantic Holdings LLC (as may in the future be amended from time to time, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant For the avoidance of doubt, with respect to this ‎Section 6.02(a) Section 5.07, Stonepeak shall affect or be deemed subject to modify any representation or warranty made by the Company or Parent pursuant to this terms of the Confidentiality Agreement. (b) Notwithstanding anything No Party shall be deemed to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor violate any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize obligations under the attorney-client privilege Confidentiality Agreement as a result of the Company or performing any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of express obligations under this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford upon reasonable notice and request, (i) give to Parent, its counsel, financial advisors, auditors, Financing Sources and other authorized representatives reasonable access during normal business hours to its offices, properties, books and records, including, but not limited to, for purposes of continuing their due diligence of the Company and without limitation for matters relating to export controls and government contracts, (ii) furnish to Parent and its Representativescounsel such financial and operating data and other information as such Persons may reasonably request and a copy of each report, reasonable accessschedule, registration statement and other document filed or received by it during normal business hours during the such period from the date of this Agreement pursuant to the earlier requirements of the Effective Time federal or the termination of this Agreement, to all of its properties, books, contracts state securities laws and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and (iii) instruct its Representatives employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to third parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent for access or information pursuant to this Section in a manner that does not result in such a waiver or violation. All information furnished pursuant to this Agreement Section shall be subject to the confidentiality agreement, dated as of January 18November 22, 20192010, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything The Company shall deliver to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege Parent monthly consolidated and consolidating financial statements of the Company or any of and its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion within 15 calendar days of the Company the disclosure end of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityeach fiscal month.

Access to Information; Confidentiality. (a) Upon From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice and subject to Applicable Lawprior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries Subsidiaries, officers, directors and Representatives to, afford to Parent and its Representatives, Representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreementhours, consistent with applicable Law, to all of its officers, employees, properties, booksoffices, contracts other facilities and books and records, and, during such period, the Company shall, and shall cause furnish Parent and its Subsidiaries Representatives with all financial, operating and other data and information as Parent shall reasonably request in writing (it being agreed that the foregoing shall require the Company, its Subsidiaries, officers, directors and Representatives to permit Parent and its officers, employees or Representatives to conduct any Phase I environmental assessment; provided, however, that the Company, its Subsidiaries, officers, directors and Representatives shall have no obligation in respect of any environmental testing or sampling, including, but not limited to, make available to Parent all other information concerning its businessesfacility surface and subsurface soils and water, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigationair or building materials). All requests for such information furnished pursuant to this Agreement Section 6.5 shall be subject to made through the confidentiality agreement, dated as Chief Financial Officer of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant such Person as he shall delegate. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to this Agreement. (b) Notwithstanding anything to interfere unreasonably with the contrary business or operations of the Company or its Subsidiaries or otherwise result in this ‎Section 6.02, ‎Section 8.01 any significant interference with the prompt and timely discharge by the employees of the Company or ‎Section 8.02, neither its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuationbreach any agreement with any third-party, (ii) as necessary to comply with contractual arrangements in effect on constitute a waiver of or after jeopardize the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege held by the Company or confidentiality concerns)(iii) otherwise violate any applicable Law; provided, however, that in no event the Company shall provide notice to Parent have of the fact that it is withholding access to individual performance information pursuant to clause (i), (ii) or evaluation records, medical histories or other similar (iii) of this Section 6.5(a) and use commercially reasonable efforts to cause such information to be made available in a manner that in the reasonable opinion of the Company the disclosure of which would not reasonably be expected to subject cause such breach, waiver or violation. (b) Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company or any of and its Subsidiaries furnished to risk of liabilityParent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated May 29, 2015, between Parent and the Company (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Upon reasonable notice Between the date hereof and subject to Applicable Lawthe Closing, the Company shall, and (i) shall cause its Subsidiaries to, afford to Parent give Buyer and its Representatives, authorized representatives reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, access to all of its propertiesCompany's employees, booksall offices, contracts and records, and, during such period, the Company shallwarehouses, and shall cause its Subsidiaries toother facilities, make available and all books and records relating to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) shall permit Buyer and its authorized representatives to make such inspections as necessary to comply with contractual arrangements in effect on or after the date hereofthey may reasonably require, and (iii) shall cause its officers to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to the Business as necessary they may from time to address reasonable attorney-client or other privilege or confidentiality concerns)time reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representation or warranty of Sellers contained in no event this Agreement or in any agreement, schedule, instrument, or document delivered pursuant hereto or in connection herewith. Each party shall Parent have access hold in confidence all information provided to individual performance the other on the terms and subject to the conditions contained in any Confidentiality Agreements or evaluation records, medical histories or other similar information agreements heretofore entered into between the parties (collectively the "Confidentiality Agreements"). (b) Buyer acknowledges and agrees that irreparable damage would occur in the reasonable event any confidential information regarding the Intellectual Property, Company or Company's Business (collectively the "Confidential Information") were disclosed to or utilized on behalf of any Person which is in competition with Company. Accordingly, Buyer covenants and agrees that it will not, directly or indirectly, without the prior written consent of the Company, disclose any of such Confidential Information from and after the date hereof to any Person, except to its authorized representatives; provided, however, that Confidential Information shall not be deemed to include information which (i) was or becomes generally available to the public other than as a result of an unauthorized disclosure, or (ii) was or becomes available on a nonconfidential basis from a source other than the recipient of such information, provided that such source is not known by the provider of such information to be bound by a confidentiality agreement with respect to such Confidential Information. Notwithstanding the foregoing provisions of this paragraph, Buyer and its Affiliates may disclose any Confidential Information to the extent that, in the opinion of its counsel, such person is legally compelled to do so, provided that, prior to making such disclosure, such person advises and consults with the Company the other party regarding such disclosure and provided further that such person discloses only that portion of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitysuch Confidential Information as is legally required.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from between the date of this Agreement to and the earlier of the Effective Time or and the termination of this AgreementAgreement pursuant to Section 7.01, upon reasonable notice, the Company shall afford to all of its Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, contracts Contracts and recordsrecords (other than any of the foregoing that relate to the negotiation and execution of this Agreement, andor, during such periodsubject to Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent all other and Parent’s Representatives such information concerning its businessesbusiness, personnel, assets, liabilities and properties and personnel as Parent may reasonably request, ; provided that Parent and instruct its Representatives shall conduct any such activities in such a manner as not to reasonably cooperate interfere unreasonably with Parent the business or operations of the Company; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its investigationreasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment, (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information. In any such event, the Company shall use its reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. All requests for information furnished made pursuant to this Agreement Section 5.05 shall be directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the confidentiality agreement, terms of the letter agreement dated as of January 185, 2019, between Parent 2016 by and among the Company and Parent (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawapplicable Laws, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Representatives reasonable access, access during normal business hours during the period from the date of this Agreement to hereof until the earlier to occur of the Effective Time or and the termination of date, if any, on which this Agreement, Agreement is terminated pursuant to Section 8.01 to all of its and its Subsidiaries’ properties, books, contracts contracts, commitments, personnel and records, records and, during such period, the Company shallshall furnish to Parent promptly all other information concerning its business, properties and personnel as the other party may reasonably request. Subject to applicable Laws, Parent shall afford to the Company and its Representatives reasonable access to its executive officers during normal business hours during the period from the date hereof until the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.01. Each party shall hold, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate hold, all information received from the other party, directly or indirectly, in confidence in accordance with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18August 2, 20192012, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). No Notwithstanding the foregoing, neither party shall be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or knowledge obtained in loss of attorney work product protection, (y) would violate a confidentiality obligation to any investigation person or (z) would violate any Law applicable to it, its Subsidiaries or its business. The disclosing party shall be entitled to have its Representatives present at all times during any inspection pursuant to this ‎Section 6.02(a) shall affect Section 6.02. No access or be deemed to modify any representation or warranty made by the Company or Parent information provided pursuant to this Section 6.02 will affect any of the representations or warranties of the parties contained in this Agreement. (b) Notwithstanding anything in this Section 6.02 to the contrary in this ‎Section 6.02contrary, ‎Section 8.01 or ‎Section 8.02, neither the Company no party nor any of its Subsidiaries Representatives shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) contact or have any discussions with any of the other party’s employees below the level of Executive Vice President (or, if no such position exists with respect to remove references concerning valuationany particular area of such other party’s organization, its equivalent), unless in each case an employee of such other party at or above the level of Executive Vice President has (A) made such employee available or (B) given written consent to discuss with such employee (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as necessary subject to comply Section 6.03(f)(ii), contact or have any discussions with contractual arrangements in effect on any of the vendors, licensees, franchisees, landlords or after sublandlords (including any airport authority) or tenants or subtenants of any party or its Subsidiaries, without prior written consent of the date hereofrelevant party, and not to be unreasonably withheld, conditioned or delayed, (iii) as necessary damage any property or any portion thereof or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) that involves physical disturbance or damage to address reasonable attorney-client any property or other privilege any portions thereof. (c) No access or confidentiality concerns); provided, however, that in no event shall Parent have access information provided pursuant to individual performance this Section 6.02 or evaluation records, medical histories information provided or other similar information that in the reasonable opinion received by any party hereto pursuant to this Agreement will affect any of the Company representations or warranties of the disclosure parties hereto contained in this Agreement or the conditions hereunder to the obligations of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawFrom the date hereof until the consummation of the Tender Offer, the Company shall, and shall cause its Subsidiaries subsidiaries, officers, directors, employees and agents to, afford to Parent the Purchaser and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier officers, employees and agents of the Effective Time Purchaser access at all reasonable times to their officers, employees, agents, properties, books, records and contracts, and shall furnish the Purchaser all financial, operating and other data and information as the Purchaser may request as necessary to consummate the transactions contemplated hereby including, without limitation, as necessary for consultants and advisors hired by the Company at the request of the Purchaser; provided, however, that the Company shall not be required to disclose or permit access to certain information regarding the Company's business which the Company reasonably determines after consultation with counsel would be inappropriate to disclose or to permit access to the Purchaser due to competitive or regulatory considerations. The Company shall, and shall cause it subsidiaries, officers, directors, employees and agents to, afford the outside counsel of the Purchaser with such information concerning the Company as may be necessary to file any notification report filed under the HSR Act (and any additional information or documentary material supplied in response to any request pursuant to the HSR Act or any other filing), or to respond to any investigation by the DOJ, the FTC or state attorneys general. Subject to the requirements of law or judicial process, the Purchaser shall hold in confidence all such information, on the terms and subject to the conditions contained in the letter agreement dated [November] __, 1999 (the "Confidentiality Agreement") the provisions of which shall survive the termination of this Agreement, the Purchaser shall deliver to all of its properties, books, contracts and records, and, during such period, the Company shallall documents, work papers and other material (including copies) obtained by the Purchaser or on its behalf from the Company, as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and shall cause its Subsidiaries todestroy all documents, make available to Parent all work papers and other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply materials (including redacting copies) containing all such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)information; provided, however, that in no the event that any litigation or investigation has been instituted or threatened, the Company shall Parent have access be entitled to individual performance retain all documents, work papers and other materials (including copies) otherwise subject to destruction under this Section for the pendency of such litigation or evaluation recordsinvestigation. (b) The Purchaser shall, medical histories or other similar information that in and shall cause its subsidiaries, officers, directors, employees and agents to, afford the reasonable opinion officers, employees and agents of the Company with such information concerning the disclosure Purchaser as may be necessary for the Company to ascertain the accuracy and completeness of which would reasonably the information supplied by the Purchaser for inclusion in the Proxy Statement. The Purchaser shall, and shall cause its subsidiaries, officers, directors, employees and agents to, afford the outside counsel of the Company with such information concerning Parent and the Purchaser as may be expected necessary to subject file any notification report filed under the HSR Act (and any additional information or documentary material supplied in response to any request pursuant to the HSR Act or any other filing), or to respond to any investigation by the DOJ, the FTC or state attorneys general. Subject to the requirements of law or judicial process, the Company shall hold in confidence all such information, and, upon the consummation of the Tender Offer or termination of this Agreement, the Company shall deliver to the Purchaser all documents, work papers and other material (including copies) obtained by the Company or on its behalf from the Purchaser, as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and shall destroy all documents, work papers and other materials (including copies) containing all such information; provided, however, that, in the event that any litigation or investigation has been instituted or threatened, the Purchaser shall be entitled to retain all documents, work papers and other materials (including copies) otherwise subject to destruction under this Section for the pendency of its Subsidiaries to risk of liabilitysuch litigation or investigation.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Lawnotice, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford reasonable access to Parent and its Parent’s Representatives, reasonable access, during normal business hours during and upon reasonable notice throughout the period from the date of this Agreement to the earlier of the Effective Time (or until the earlier termination of this AgreementAgreement in accordance with Section 7.1), to all of its the personnel, advisors, properties, books, contracts books and records, records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, make available ) furnish reasonably promptly to Parent such Representatives all other information concerning its businessesthe business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as Parent may reasonably requestbe requested; provided, and instruct however, that nothing herein shall require the Company or any of its Representatives Subsidiaries to reasonably disclose any information to Parent or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, however, that in each such case, the Company shall cooperate with Parent in its investigationto enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such information. All information furnished No investigation or access permitted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(aSection 5.5(a) shall affect or be deemed to modify any representation representation, warranty, covenant or warranty agreement made by the Company or Parent hereunder. All information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives pursuant to this Section 5.5(a) shall be kept confidential in accordance with the Confidentiality Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02Upon reasonable notice, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any Parent shall (and shall cause each of its Subsidiaries shall be required and Merger Sub to) afford to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege Representatives of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to reasonable access, during normal business hours and upon reasonable notice throughout the period from the date of this Agreement; provided that Agreement the Company shallEffective Time (or until the earlier termination of this Agreement in accordance with Section 7.1), to the personnel, advisors, properties, books and records of Parent and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereofproperties and personnel of Parent and its Subsidiaries, and (iii) to provide copies thereof, as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)may reasonably be requested; provided, however, that in no event nothing herein shall require Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk disclose any information to the Company if such disclosure would, in the reasonable judgment of liabilityParent, (i) violate applicable Law or the provisions of any agreement to which Parent or any of its Subsidiaries is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, however, that in each such case, Parent shall cooperate with the Company to enable the Company and the Company’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that the Company and the Company’s Representatives may have access to such information. No investigation or access permitted pursuant to this Section 5.5(b) shall affect or be deemed to modify any representation, warranty, covenant or agreement made by Parent or Merger Sub hereunder. All information furnished by the Company, its Subsidiaries, Merger Sub and Parent’s officers, employees and other Representatives pursuant to this Section 5.5(b) shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawTo the extent permitted by applicable law, the Company shallshall afford to Parent, and shall cause its Subsidiaries toto Parent’s officers, afford to Parent employees, accountants, counsel, financial advisors and its other Representatives, reasonable access, access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this Agreement, Agreement to all of its and its Subsidiaries’ properties, books, contracts Contracts, personnel and records, including for the purpose of conducting Phase I environmental site assessments and compliance audits of the Company’s properties and operations, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws, (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and (c) all other information concerning its businessesand its Subsidiaries’ business, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Except for disclosures expressly permitted by the terms of the Confidentiality Agreement shall be subject to the confidentiality agreement, dated as of January 18April 19, 20192005, as amended from time to time, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) , Parent shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shallhold, and shall cause its Subsidiaries toofficers, use reasonable best efforts employees, accountants, counsel, financial advisors and other Representatives to make appropriate substitute disclosure arrangements under circumstances hold, all information received from the Company, directly or indirectly, in which such restrictions apply (including redacting such confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information (i) provided or received by any party hereto pursuant to remove references concerning valuationthis Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. The Company agrees that Parent may contact customers, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client vendors or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of persons having business relationships with the Company after consultation with the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityCompany.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Lawnotice, the Company shall, shall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, afford in a manner not disruptive to Parent the operations of the business of the Company and its Representatives, reasonable accessSubsidiaries, during normal business hours during and upon reasonable notice throughout the period from the date of this Agreement prior to the earlier of the Effective Time (or until the earlier termination of this Agreement), to all of its the personnel, agents, properties, books, contracts books and records, records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, make available ) furnish promptly to Parent such Representatives all other information concerning its businessesthe business, properties and personnel of the Company and its Subsidiaries as Parent may reasonably requestbe requested; provided, and instruct however, that nothing herein shall require the Company or any of its Representatives Subsidiaries to reasonably cooperate with disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its investigationSubsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. All information furnished No investigation or access permitted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(aSection 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company or hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Each of the September 2018 Confidentiality Agreement and the February 2019 Confidentiality Agreement shall apply with respect to information furnished by the Company, its investment adviser, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder. (b) Notwithstanding anything to the contrary in this ‎Section 6.02Upon reasonable notice, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any Parent shall (and shall cause each of its Subsidiaries shall be required to provide and Acquisition Sub to) afford reasonable access to the Company’s Representatives, in a manner not disruptive to the operations of the business of Parent and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to the properties, booksbooks and records of Parent and its Subsidiaries and, contractsduring such period, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any shall (and shall cause each of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior and Acquisition Sub to) furnish promptly to such Representatives all information concerning the date business, properties and personnel of this Agreement; provided that the Company shall, Parent and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (iiAcquisition Sub) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)may reasonably be requested; provided, however, that in no event nothing herein shall require Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries (including Acquisition Sub) to risk disclose any information to the Company if such disclosure would, in the reasonable judgment of liabilityParent, (i) cause significant competitive harm to Parent or its Subsidiaries (including Acquisition Sub) if the transactions contemplated by this Agreement are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(b) shall affect or be deemed to modify any representation or warranty made by Parent or Acquisition Sub hereunder. The Company agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.5(b) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Each of the September 2018 Confidentiality Agreement and the February 2019 Confidentiality Agreement shall apply mutatis mutandis with respect to information furnished by Parent, the Parent External Adviser, its Subsidiaries, Acquisition Sub and Parent’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time and subject to Applicable Lawthe termination of this Agreement in accordance with its terms, each of the Company and Parent shall, and shall cause its Subsidiaries and its Representatives to, afford to Parent the other and its Representatives (including Parent’s financing sources and their respective Representatives, ) reasonable access, access during normal business working hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, upon reasonable advance notice to all of its officers, employees, agents, assets, properties, booksoffices, contracts plants and recordsother facilities, andbooks and records and shall timely furnish the other with such financial, during such periodoperating, business, financial condition, projections and other data and information as the other or its Representatives (including Parent’s financing sources, through their Representatives), may reasonably request. Each of the Company and Parent shall, and shall cause its Subsidiaries and its Representatives to, make available provide to Parent all the other information concerning its businesses, properties Party and personnel as Parent may reasonably request, and instruct its Representatives (including Parent’s financing sources) information that is complete and correct in all material respects and does not and will not, when taken as a whole, contain any untrue statement of a material fact or omit to reasonably cooperate state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. (b) Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with Parent in its investigationthe conduct of the business of any of Parent, the Company or any of their respective Subsidiaries or damage or destroy any property or assets of any of Parent, the Company or any of their respective Subsidiaries. All information furnished obtained by the Company, Parent or Merger Sub pursuant to this Agreement Section 6.05 shall be subject to held confidential in accordance with the confidentiality agreementNondisclosure Agreement, dated as of January 18August 11, 2019, between Parent and the Company 2014 (the “Confidentiality Agreement”). No , between Parent and the Company; provided that nothing herein or in the Confidentiality Agreement shall prevent Parent or its financing sources from using all information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(aSection 6.05 or Section 6.09 as necessary and appropriate to consummate the Bridge Financing and/or Replacement Financing except that material, non-public information may not be included without the Company’s prior written consent, unless such material, non-public information has been provided specifically for inclusion in the Bridge Financing or the Replacement Financing. (c) After the date of this Agreement, Parent and the Company shall affect cooperate to establish a mechanism acceptable to both Parent and the Company by which Parent will be permitted, prior to the Effective Time or be deemed the Termination Date, as the case may be, and subject to modify any representation or warranty made by applicable Law, to communicate directly with the Company employees regarding employee related matters. (d) This Section 6.05 shall not require either the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02permit any access, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where any information, that in the reasonable, good faith judgment (after consultation with outside counsel) of such access Party would reasonably be expected to result in (i) any violation of any Contract or disclosure would jeopardize the Law to which such Party or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege of the Company privilege) which such Party or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior would be entitled to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts assert to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting be undermined with respect to such information and such undermining of such privilege could in such Party’s good faith judgment (iafter consultation with outside counsel) to remove references concerning valuationadversely affect in any material respect such Party’s position in any pending or, what such Party believes in good faith (iiafter consultation with outside counsel) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would could reasonably be expected to subject the Company be, future litigation or (ii) if such Party or any of its Subsidiaries Subsidiaries, on the one hand, and the other or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the cases of clause (i), the Parties shall cooperate in seeking to risk find a way to allow disclosure of liabilitysuch information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with outside counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with outside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the other that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to the other in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 6.05(d)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any Contract, use reasonable commercial efforts to seek consent from the applicable third party to any such Contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such Contract). (e) No investigation, or information received, pursuant to this Section 6.05 will modify any of the representations and warranties of the Parties.

Access to Information; Confidentiality. (a) Upon Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable notice and access (subject to Applicable Law, applicable Laws regarding the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable accesssharing of such information), during normal business hours hours, and upon reasonable prior notice, during the period from the date of this Agreement to the earlier of Execution Date through the Effective Time or the termination of this Agreement, to all of its properties, books, contracts books and records, andcontracts, during commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, the Company shall, CPT and Inuvo shall cause its Subsidiaries to, furnish or make available promptly to Parent each other (except as otherwise available on ED▇▇▇) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its businessesbusiness, properties properties, assets and personnel as Parent the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished their respective Subsidiaries, pursuant to this Agreement Section 6.3(a) shall be subject to kept confidential in accordance with the confidentiality agreement, dated as of January 18May 17, 20192018, by and between Parent Inuvo and the Company CPT (the “Confidentiality Agreement”)) or any other similar agreement among the Parties. (b) CPT shall consult with Inuvo regarding its business in a prompt manner and on a regular basis. In addition, CPT and its officers and employees shall reasonably cooperate with Inuvo in, and shall permit Inuvo to participate in any discussions or negotiations relating to, the execution or amendment of any CPT Material Contract. (c) No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 6.3 or otherwise shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the Company or Parent pursuant conditions to this Agreementthe obligations of the parties to consummate the Merger. (bd) Notwithstanding anything CPT shall not disclose the unredacted terms of any Material Inuvo Contract to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required Person other than to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityCPT’s counsel.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable To the extent permitted by applicable Law, the Company shallshall afford to Parent, and shall cause its Subsidiaries toto Parent’s officers, afford to Parent employees, accountants, counsel, financial advisors and its other Representatives, reasonable access, access (including for the purpose of coordinating transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this Agreement, Agreement to all of its and its Subsidiaries’ properties, books, contracts Contracts, commitments, personnel and recordsrecords as Parent may from time to time reasonably request, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent (x) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws and (y) all other information concerning its businessesand its Subsidiaries’ business, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All If any of the information or material furnished pursuant to this Agreement shall be Section 6.02 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality agreementof such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (b) Each of Parent and the Company shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, all information received from the other Party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement dated as of January 18March 19, 20192012, between Parent and the Company (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement. No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect Section 6.02 or be deemed to modify information provided or received by any representation or warranty made by the Company or Parent Party pursuant to this Agreement will affect any of the representations or warranties of the Parties hereto contained in this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford upon reasonable notice, (i) give to Parent Parent, its counsel, financial advisors, auditors and its Representatives, other authorized representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreementits offices, to all of its properties, books, contracts books and records, and(ii) furnish to Parent, during its counsel, financial advisors, auditors and other authorized representatives such period, the Company shall, financial and shall cause its Subsidiaries to, make available to Parent all operating data and other information concerning its businesses, properties and personnel as Parent such Persons may reasonably request, request and (iii) instruct its Representatives employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section 6.04 shall, prior to the Effective Time, require the Company to take any action that would, based on the advice of outside legal counsel, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to third parties; provided, however, that if any information is withheld by the Company or any of its subsidiaries pursuant to the foregoing, the Company shall inform Parent as to the general nature of what is being withheld; and provided, further, that the Company shall use its reasonable best efforts to (i) accommodate any request from Parent for access or information pursuant to this Section 6.04 in a manner that does not result in such a waiver or violation or (ii) obtain the required consent of such third party to provide such access or disclosure. (b) All information furnished pursuant to this Agreement Section 6.04 shall be subject to the confidentiality agreement, dated as of January 18July 2, 20192010, between Parent IPC Manager III, L.P. and the Company (the “Confidentiality Agreement”). No information or knowledge obtained , except for disclosure to potential investors as required in any investigation pursuant connection with the Financing subject to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementcustomary confidentiality protections. (bc) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor No investigation by any of its Subsidiaries the parties or their respective Representatives shall be required to provide access to its propertiesmodify, booksnullify, contractsamend or otherwise affect the representations, records warranties, covenants or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege agreements of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties set forth herein.

Access to Information; Confidentiality. (a) Upon Subject to applicable Law, upon reasonable notice and subject to Applicable Lawnotice, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Parent’s Representatives reasonable access, access during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this AgreementCompany’s officers, to all of its employees, agents, properties, books, contracts Contracts and records, and, during such period, records and the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent all other and Parent’s Representatives such information concerning its businessesbusiness, personnel, assets, liabilities and properties and personnel as Parent may reasonably request, ; provided that Parent and instruct its Representatives shall conduct any such activities in such a manner as not to reasonably cooperate interfere unreasonably with Parent the business or operations of the Company; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its investigationreasonable judgment, that doing so would violate applicable Law or a Contract having an express confidentiality provision, or waive the protection of an attorney-client privilege or other legal privilege. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law or a Contract having an express confidentiality provision or risk waiver of such privilege. All requests for information furnished made pursuant to this Agreement Section 5.07 shall be directed to the Person designated by the Company. Until the Final Effective Time, the information provided will be subject to the confidentiality agreement, terms of the letter agreement dated as of January 18March 7, 20192012, by and between the Company and Parent (as amended from time to time, the “Parent Confidentiality Agreement”) and the letter agreement dated as of July 12, 2012, by and among the Company and Parent (as amended from time to time, together with the Parent Confidentiality Agreement, the “Confidentiality AgreementAgreements”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawapplicable Laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to hereof until the earlier of the Effective Time or the termination date on which this Agreement is terminated pursuant to Section 7.1, the Company shall afford to Parent and its Representatives reasonable access (at Parent’s sole cost and expense) during normal business hours and upon reasonable advance notice to the Company’s properties (but excluding for the conduct of this AgreementPhase II environmental assessments or testing), to all of its propertiesemployees, books, contracts Contracts and records, and, during such period, records and the Company shall, and shall cause its Subsidiaries to, make available furnish as promptly as reasonably practicable to Parent all other such information concerning its businessesbusiness, properties properties, contracts, assets and personnel liabilities of the Company as Parent may reasonably request, request (other than any publicly available document filed by the Company and instruct its Subsidiaries pursuant to the requirements of federal or state securities Laws); provided that Parent and its Representatives shall conduct any such activities in such a manner as not to reasonably cooperate unreasonably interfere with Parent the business or operations of the Company and its Subsidiaries or Company Joint Ventures; provided, further, (i) that the Company shall not be obligated to provide such access or information if the Company determines, in its investigation. All reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client privilege, or expose such party to risk of liability for disclosure of sensitive or personal information furnished pursuant to this Agreement and (ii) the conduct of such activities shall be subject to the rights and obligations of the Company referred to in the final proviso of the final sentence of Section 5.4(c) hereof. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement, dated as of January 18May 31, 2019, 2017 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). No , and, without limiting the generality of the foregoing, Parent and Company shall not, and Parent and Company shall cause their respective Representatives not to, use such information or knowledge obtained in for any investigation pursuant purpose unrelated to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreementconsummation of the Transactions. (b) Notwithstanding anything If this Agreement is terminated pursuant to Section 7.1, the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Confidentiality Agreement shall automatically be deemed to be amended and restated such that (i) the Company nor any “Standstill Period” for all purposes of its Subsidiaries the Confidentiality Agreement shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege period of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to eighteen (18) months from the date of such termination, as if the parties hereto had never entered into this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion provisions of the Company Confidentiality Agreement shall remain in force and effect for a period of two (2) years after such termination, as if the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityparties hereto had never entered into this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawapplicable Laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford pursuant to the reasonable request of Parent and Parent’s Representatives furnish promptly to Parent (i) a copy of each report, schedule and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement other document filed by it pursuant to the earlier requirements of federal or state securities Laws and (ii) such other information reasonably requested in connection with the completion of the Effective Time or Transactions. Notwithstanding the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodforegoing, the Company shall, and shall cause its Subsidiaries to, make available not be obligated to Parent all other provide information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement Section 6.7 if (x) the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of an attorney-client privilege, require disclosure of commercially sensitive or personal information or result in the disclosure of any trade secrets, or (y) such information relates to or includes the evaluation, deliberations or minutes of the Special Committee or the Company Board (or any committee thereof) related to the Transactions or any other strategic alternatives involving the Company or any materials provided to the Special Committee or the Company Board (or any committee thereof) in connection therewith; provided however, the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.7 in a manner so as to preserve the applicable privilege or protection with respect to such information. Until the Effective Time, any information provided pursuant to this Section 6.7 will be deemed “Confidential Information” (as such term is defined by the Confidentiality Agreement) subject to the terms of that certain letter agreement regarding, among other things, the confidentiality agreementof certain information provided to Parent in connection with its evaluation of the Transactions, dated as of January October 18, 20192012, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by , and, without limiting the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege generality of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shallforegoing, Parent shall not, and shall cause its Subsidiaries Representatives not to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) for any purpose unrelated to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion consummation of the Company the disclosure of which would reasonably be expected Transactions. No investigation, or information received, pursuant to subject the Company or this Section 6.7 will modify any of its Subsidiaries to risk the representations and warranties of liabilitythe Company.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Law, upon reasonable advance notice to the Company, the Company shall, shall (and shall cause its the Company Subsidiaries and the officers, directors and agents of the Company and each Company Subsidiary to, ) afford to Parent Parent’s officers and its Representatives, Parent’s other authorized Representatives reasonable access, during normal business hours during throughout the period from the date of this Agreement to the earlier of the Effective Time or the termination of this AgreementPre-Closing Period, to all of its officers, agents, properties, books, contracts Contracts and records, and, during such periodwith the Company’s consent, which shall not be unreasonably withheld, delayed or conditioned, to the employees of the Company shall, and the Company Subsidiaries; and shall cause its Subsidiaries tofurnish Parent and Merger Sub all financial, make available to Parent all operating and other data and information concerning its businesses, properties and personnel as Parent and Merger Sub through their officers, employees or agents, may reasonably request; provided that none of the Company, any Company Subsidiary and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as any Representative of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose such information where such access or disclosure would jeopardize in the good faith judgment of the Company (i) contravene any Applicable Law, Contract of the Company or any Company Subsidiary or Order, (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client client, work product privilege or Intellectual Property right or (iii) materially interfere with the conduct of the business of the Company or any of its Subsidiaries the Company Subsidiaries. (b) No information or contravene knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.04 or otherwise shall affect or be deemed to affect or modify any Applicable Law representation, warranty, covenant or binding agreement entered into prior made by the Company contained herein, the conditions to the date obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement; . (c) Each of Parent and Merger Sub acknowledges that all information provided that the Company shall, and shall cause to it or any of its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject Representatives by the Company or any of its Subsidiaries Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to risk of liabilitybe provided under, and shall be treated in accordance with, the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to applicable Law and subject to Applicable Lawany applicable Judgment, the Company shallCompany, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to hereof until the earlier of the Effective Time or the termination of this AgreementAgreement in accordance with its terms, to all and Vista Outdoor, from the date hereof until the earlier of the consummation of the CSG-Vista Outdoor Merger or the termination of this Agreement in accordance with its propertiesterms, books, contracts and records, and, during such period, the Company shall, and shall cause its their respective Subsidiaries to, make available subject to applicable Law and upon reasonable written notice from Parent, afford Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives reasonable access during normal business hours to (i) Vista Outdoor’s, Company’s and their respective Subsidiaries’ officers and employees and (ii) Vista Outdoor’s, Company’s and their respective Subsidiaries’ facilities, properties, Contracts and Records; provided that Vista Outdoor, Company and their Subsidiaries shall only be required to provide the access contemplated by clauses (i) and (ii) to the extent (A) such officers and employees are engaged in, or such facilities, properties, Contracts and Records relate to, the Company Business and (B) such access is reasonably cooperate required in connection with the implementation of the Transactions (including with respect to Taxes) or is reasonably required by Parent for any post-Closing Tax planning with respect to Company; provided further that no Person shall be required to provide access of the type contemplated by this Section 6.03 if such access would unreasonably interfere with the business or operations of Vista Outdoor, Company and their Subsidiaries. Notwithstanding anything to the contrary in its investigationthis Section 6.03, no Person shall be required to provide access to information contemplated by this Section 6.03 (1) if such information constitutes proprietary customer or supplier information or (2) if the disclosure of such information is legally or contractually prohibited or would result in the loss of attorney client privilege; provided that, in the case of this clause (2), the withholding party first uses reasonable best efforts to provide such access in a manner that does not violate any such prohibition or would not result in the loss of any such privilege. All information furnished exchanged pursuant to this Agreement Section 6.03 shall be subject to held by the confidentiality agreementparties as Evaluation Material, dated as such term is defined in the letter agreement listed on Section 6.03 of January 18, 2019, between the Parent and the Company Disclosure Letter (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts be subject to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawDuring the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Parent’s Representatives reasonable access, during normal at reasonable times and in a manner as shall not unreasonably interfere with the business hours during or operations of the period from the date of this Agreement Company or any Subsidiary thereof, to the earlier Representatives, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Effective Time or the termination of this AgreementCompany and its Subsidiaries, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available furnish promptly to Parent all such additional financial, accounting, operating, environmental, technical, engineering, geological and other data and information concerning the business and properties of the Company and its businesses, properties and personnel Subsidiaries as Parent may reasonably request, and instruct its Representatives request from time to reasonably cooperate with Parent in its investigationtime. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law (it being agreed that the parties shall use their Commercially Reasonable Efforts to cause such information to be provided in a manner that would not result in such jeopardy or binding agreement entered into prior contravention). No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Non-Disclosure Agreement, dated October 30, 2017, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein, except for (i) Section 6 thereof, which shall terminate as of the Closing Date and (ii) Section 10 thereof, which shall terminate as of the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) All information furnished pursuant to this Agreement shall be subject to the letter agreement, dated as of November 23, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”), between Parent and the Company. Upon reasonable notice notice, during normal business hours during the period from the date of this Agreement to the earlier of the Merger Effective Time or the termination of this Agreement, solely for purposes of furthering the Merger and subject to Applicable Lawthe other transactions contemplated hereby or integration planning relating thereto, (i) the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such period, and (ii) the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information not made available pursuant to clause (i) of this Section 8.01(a) concerning its businesses, properties and personnel as Parent the other may reasonably requestrequest (in the case of each of clause (i) and (ii), in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries). During such period described in the immediately preceding sentence, upon reasonable notice and subject to Applicable Law and during normal business hours, the Company shall instruct its pertinent Representatives to reasonably cooperate with Parent in its investigation. All review of any such information furnished provided or made available pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”)immediately preceding sentence. No information or knowledge obtained in any review or investigation pursuant to this ‎Section 6.02(a) Section 8.01 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02Section 8.01, ‎Section 8.01 Section 8.02 or ‎Section 8.02Section 8.03, neither none of the Company nor Company, Parent or any of its their respective Subsidiaries shall be required to provide access to, disclose information to its propertiesor assist or cooperate with the other party, books, contracts, records or personnel in each case if such access would unreasonably disrupt its operationsaccess, disclosure, assistance or provide access to or to disclose information where such access or disclosure would cooperation (i) would, as reasonably determined based on the advice of outside counsel, jeopardize the any attorney-client privilege of the Company with respect to such information, or any of its Subsidiaries or (ii) would contravene any Applicable Law or binding agreement entered into prior Contract to which the date of this Agreementapplicable party is a subject or bound; provided that the Company and Parent shall, and each shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (iA) to remove references concerning valuation, (iiB) as necessary to comply with contractual arrangements any Contract in effect on the date hereof or after the date hereof, hereof and (iiiC) as necessary to address reasonable attorney-client client, work-product or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access ) and to individual performance or evaluation records, medical histories or other similar provide such information that in as to the reasonable opinion applicable matter as can be conveyed. Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the disclosure other under this Section 8.01 or Section 8.02 as “Outside Counsel Only Material”. Such materials and the information contained therein shall be given only to the outside counsel of which would reasonably the recipient and, subject to any additional confidentiality or joint defense agreement the parties may mutually propose and enter into, will not be expected disclosed by such outside counsel to subject employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or any of Parent, as the case may be) or its Subsidiaries to risk of liabilitylegal counsel.

Access to Information; Confidentiality. The Company shall (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, ) afford reasonable access to Parent and its Parent’s Representatives, reasonable access, during normal business hours during and upon reasonable notice, throughout the period from the date of this Agreement to the earlier of the Effective Time (or until the earlier termination of this AgreementAgreement in accordance with Section 7.1), to all of its the personnel, advisors, properties, booksbooks and records (including financial, contracts billing and all other records, ) of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to, make available ) furnish reasonably promptly to Parent such Representatives all other information concerning its businessesthe business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as Parent may reasonably requestbe requested; provided that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Merger Sub if such disclosure would, and instruct in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Representatives to reasonably Subsidiaries is a party or (b) jeopardize any attorney-client or other legal privilege; provided, further, that in each such case, the Company shall cooperate with Parent in its investigationto enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such information. All information furnished No investigation or access permitted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 5.5 shall affect or be deemed to modify any representation representation, warranty, covenant or warranty agreement made by the Company or Parent hereunder. All information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives pursuant to this Section 5.5 shall be kept confidential in accordance with the Confidentiality Agreement. (b) . Notwithstanding anything herein to the contrary contrary, the parties hereby agree and acknowledge that the restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Agreement to the Company nor any of its Subsidiaries shall be extent required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or permit any of its Subsidiaries or contravene action contemplated hereby and in accordance herewith and solely until any Applicable Law or binding agreement entered into prior to the date valid termination of this Agreement; provided that the Company shall, and shall cause Agreement in accordance with its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityterms.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to Applicable Lawapplicable Laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, Parent’s Representatives reasonable access, access during normal business hours during to the period Company’s officers, employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, further however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, waive the protection of an attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. Without limiting the generality of this Section 5.7, from the date of this Agreement to the earlier of until the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodTime, the Company shallwill furnish to the Parent promptly after becoming available, (i) monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date, as it may prepare for management’s internal use, and shall cause (ii) any update of its Subsidiaries tooutlook for the quarter or the balance of the fiscal year, make available to Parent all other as it may prepare for management’s internal use. Until the Effective Time, the information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall provided will be subject to the confidentiality terms of the letter agreement, dated as of January 18April 5, 20192012, between Parent and the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during During the period from the date of this Agreement to through the earlier of the Effective Time Closing Date and the termination of the Agreement in accordance with Article VIII, the Seller shall give Purchaser and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Business as Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of the Business and none of Purchaser nor any of its Affiliates shall, directly or indirectly, conduct or cause any invasive sampling or testing with respect to the Leased Real Property without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). The Seller shall use commercially reasonable efforts to enable and assist Purchaser in the preparation and filing of audited financial statements with respect to the Business for the years ended December 31, 2013, 2014 and 2015 within seventy-five (75) days after the Closing Date. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Purchaser, or its authorized representatives, if doing so could violate any agreement or Law to which the Seller is a party or to which the Business is subject. During the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Purchaser agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employee, customer, supplier, distributor or other material business relation of the Seller regarding the Businesses or the transactions contemplated by this Agreement without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Each of the parties shall execute such documents and other papers and perform such further acts as may reasonably be required or desirable to carry out the provisions hereof and the transactions contemplated hereby. (b) Any information provided to or obtained by Purchaser or its authorized representatives pursuant to paragraph (a) above shall be treated as confidential and governed by the terms of the Letter Agreement, to all of its propertiesdated June 20, books2016, contracts by and records, and, during such period, the Company shall, between Seller and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company Purchaser (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this ‎Section 6.02Agreement for any reason, ‎Section 8.01 Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or ‎Section 8.02destroying all confidential information. (c) Each party agrees to provide the other party with reasonable access to the books and records of the other party related to the Business for periods on or prior to the Closing Date after the Closing Date for the purpose of preparing Tax Returns, neither defending claims or other reasonable business purposes. Without limitation, after the Company Closing, each party shall make available to the other party and its counsel, accountants and other Representatives, as reasonably requested, and to any Taxing Authority that is legally permitted to receive the following pursuant to its subpoena power or the equivalent, the books, records and other information relating to Tax Liabilities or potential Tax Liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of seven (7) years after the Closing Date, (x) Purchaser shall not, nor shall it permit its Affiliates to, destroy or otherwise dispose of any of its Subsidiaries shall be required to provide access to its properties, the books, contracts, records or personnel if other information described in this Section 5.3(c) without first offering in writing to surrender such access would unreasonably disrupt its operationsbooks, or provide access records and other information to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereofSeller, and (iiiy) as necessary to address reasonable attorney-client Seller shall not, nor shall it permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other privilege information described in this Section 5.3(c) without first offering in writing to surrender such books, records and other information to Purchaser. Seller or confidentiality concernsPurchaser, as applicable, shall have thirty (30) days after such offer to agree in writing to take possession of such books, records or other information. Notwithstanding the provisions of this Section 5.3(c), while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.3(c), as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.3(c) but rather, absent agreement, must utilize the applicable rules of discovery. (d) Parties will use commercially reasonable efforts to perform or cause to be performed prior to Closing (or if not prior to Closing, within twenty four (24) hours following the Closing Date), a heavy inventory cycle count and a physical inventory of up to 70% of the existing inventory, by dollar value, in each case with respect to the inventory of the Business located in Pleasant Prairie, Wisconsin; provided, however, that all inventory shall be made available for count and analysis. If such activities are to occur prior to Closing, (i) they shall be conducted during normal business hours, shall not include a shutdown of Seller's facility and shall be conducted in no event a manner not to materially interfere with Seller's day-to-day operations and (ii) Seller shall Parent provide Purchaser and its representatives with such access and information as may be needed in order for Purchaser or its representatives to perform such activities. Representatives from each party shall have access a right to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitypresent during such activities.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable LawFrom the date hereof until the Closing Date, the Company shall, and shall cause its Subsidiaries to, afford to Parent provide Buyer and its Representatives, Representatives with reasonable access, access during normal business hours during the period from the date of this Agreement and upon reasonable notice to the earlier offices, properties, books and records of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company Subsidiaries and of Seller and its Subsidiaries (to the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant extent relating to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company Business or Parent pursuant the Restructuring), including continued access to this Agreement. (b) a “frozen” version of the electronic data room maintained by Seller and its Subsidiaries in connection with the transactions contemplated hereby; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access shall be directed to Seller or such other Person as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this ‎Section 6.02Agreement, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall not be required to provide access disclose any information to its properties, books, contracts, records or personnel Buyer if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would be reasonably likely to (a) jeopardize any attorney-client or other legal privilege, so long as the Company shall have made all reasonable efforts to take any action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege of the Company privilege) with respect to such information as is necessary to permit disclosure to Buyer and its Representatives, or any of its Subsidiaries or (b) contravene any Applicable Law applicable Laws (including the Antitrust Laws) or binding agreement entered into prior to the date of this Agreement; provided that hereof, so long as, with respect to any binding agreements, the Company shall have made all reasonable efforts to obtain a waiver regarding the disclosure to Buyer and its Representatives from the third party to whom the confidentiality obligation is owed. Neither the Company nor Seller make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.4, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III and Article IV. The information provided pursuant to this Section 6.4 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement. (b) Following the Closing, upon the written request of Buyer, Seller shall, and shall cause each of its Subsidiaries Affiliates to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) the extent permitted by Law and confidentiality obligations existing as necessary to comply of the Closing Date and consistent with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable protection of attorney-client privilege (so long as Seller shall have made all reasonable efforts to take any action with respect to the relevant information as is necessary to permit disclosure to Buyer and its Representatives, including entering into a joint defense agreement or requesting a waiver from any third party to whom any -55- confidentiality obligation is owed), grant to Buyer and its Representatives during regular business hours the right, at the expense of Buyer, to inspect and copy the books, records and other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that documents (if any) in the reasonable opinion possession of the Company the disclosure of which would reasonably be expected to subject the Company Seller or any of its Subsidiaries Affiliates which relate to risk the operation of liabilitythe Company Business prior to the Closing (including any books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) (the “Seller Retained Records”). Seller agrees to retain, and cause its Affiliates to retain, the Seller Retained Records for a period of the greater of (i) seven (7) years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended. (c) Following the Closing, upon the written request of Seller, Buyer shall, and shall cause each of its Affiliates to, to the extent permitted by Law and confidentiality obligations existing as of the Closing Date and consistent with the protection of attorney-client privilege (so long as Buyer shall have made all reasonable efforts to take any action with respect to the relevant information as is necessary to permit disclosure to Seller and its Representatives, including entering into a joint defense agreement or requesting a waiver from any third party to whom any confidentiality obligation is owed), grant to Seller and its Representatives during regular business hours the right, at the expense of Seller, to inspect and copy the books, records and other documents (if any) in the possession of Buyer or any of its Affiliates which relate to the operation of the Apria Business prior to the Closing (including any books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) (the “Buyer Retained Records”). Buyer agrees to retain, and cause its Affiliates to retain, the Buyer Retained Records for a period of the greater of (i) seven (7) years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the The Company shall, and shall cause its Subsidiaries each Subsidiary to, afford to Parent Parent, and its to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, access at reasonable access, during normal business hours times upon reasonable prior notice during the period from the date of this Agreement prior to the earlier of the Effective Time or the termination of this Agreement, to all of its and its Subsidiaries’ facilities, properties, booksbooks and records (including stock records and access to its transfer agent) and to those officers, contracts employees and recordsagents of the Company to whom Parent reasonably requests access (including the reasonable opportunity to communicate with the employees of the Company or its Subsidiaries that Parent expects to retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, during such period, the Company shallshall furnish, and shall cause its Subsidiaries toas promptly as practicable, make available to Parent all other information concerning its businessesand its Subsidiaries’ business, finances, operations, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject entitled to undertake environmental investigations at any of the confidentiality agreementproperties owned, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information operated or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made leased by the Company or Parent pursuant to this Agreement. any of its Subsidiaries (bso long as such access (including any environmental investigation) does not unreasonably interfere with the operations of the Company or its Subsidiaries). Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information or documentation (a) where such access or disclosure would jeopardize contravene any Law or (b) relating to (y) the attorney-client privilege consideration, negotiation and performance of this Agreement and related agreements and (z) except as required by Section 5.02, any Takeover Proposal made after the execution of this Agreement (provided that, in the case of clause (a), the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating such Law). Except for disclosures expressly permitted by the terms of the Company or any confidentiality letter agreement dated as of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that January 18, 2011 between Parent and the Company shall(as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause its Subsidiaries torespective officers, use reasonable best efforts employees, accountants, counsel, financial advisors and other Representatives to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such hold, all information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the disclosure of which would reasonably be expected to subject the Company Confidentiality Agreement. No investigation by Parent or any of its Subsidiaries Representatives and no other receipt of information by Parent or any of its Representatives shall operate as a waiver or otherwise affect any representation, warranty, obligation, covenant or other agreement of the parties (or remedies with respect thereto) or the conditions to risk the obligations of liabilitythe parties under this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject From the date of this Agreement to Applicable the Effective Time (or earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall, and shall cause its Subsidiaries toeach Company Subsidiary and each of their respective directors, afford officers, employees or authorized agents to (i) provide to Parent and its Representatives, reasonable Parent's Representatives access, during normal business hours during at reasonable times upon prior notice, to the period officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets (tangible and intangible, including Intellectual Property), liabilities, Tax Returns, Tax elections and all other workpapers relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or Parent's Representatives may reasonably request. The Company shall be entitled to have a Representative present at any inspection. No investigation conducted pursuant to this Section 6.6 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, from the date of this Agreement 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 to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.6 in accordance with the Confidentiality Agreement, dated as of May 5, 2006 between the Company and Parent, as amended from time to time (the "Confidentiality Agreement"). As soon as practicable after delivering or making available any nonpublic information to any Person in connection with a Superior Offer, the Company shall deliver such nonpublic information to Parent (to the extent such information has not already been delivered to Parent). (b) From the date of this Agreement to the earlier of the Effective Time (or the earlier termination of this Agreement), to all of its propertiesthe extent permitted by applicable Law, books, contracts and records, and, during such period, the Company Parent shall, and shall cause its each Parent Subsidiary and each of their respective directors, officers, employees or authorized agents to (i) provide to Company and Company's Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of Parent and the Parent Subsidiaries toand to the books and records thereof and (ii) furnish promptly such information concerning the business, make available to Parent properties, Contracts, assets (tangible and intangible, including Intellectual Property), liabilities, Tax Returns, Tax elections and all other information concerning its businessesworkpapers relating to Taxes, properties personnel, internal financial statements and personnel other aspects of Parent and the Parent Subsidiaries as Parent Company or Company's Representatives may reasonably request, and instruct its Representatives . Parent shall be entitled to reasonably cooperate with Parent in its investigationhave a Representative present at any inspection. All information furnished No investigation conducted pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) Section 6.6 shall affect or be deemed to modify or limit any representation or warranty made by in this Agreement or affect the Company satisfaction or Parent pursuant non-satisfaction of any condition to the Merger set forth in this Agreement. (b) Notwithstanding anything . Subject to the contrary in this ‎Section 6.02compliance with applicable Laws, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to from the date of this Agreement; provided that Agreement until the earlier of the termination of this Agreement and the Effective Time, Parent shall confer from time to time as requested by Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) meet with one or more representatives of Company to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on discuss any material changes or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that developments in the reasonable opinion operational matters of Parent and each Parent Subsidiary and the general status of the ongoing operations of Parent and each Parent Subsidiary. The Company agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.6 in accordance with the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilityConfidentiality Agreement.

Access to Information; Confidentiality. (aA) Upon reasonable notice Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party, and subject to Applicable (B) except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege or would result in the violation of applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records, and, during such periodTime, the Company shallwill, and shall will cause each Company Subsidiary and each of its and their respective directors, officers, employees, investment bankers, accountants, consultants, legal counsel, financial advisors, other advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries to, make available and to Parent all other the books and records thereof; (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, Taxes (including Tax Returns), personnel and other aspects of such party and its businesses, properties and personnel Subsidiaries as Parent or the Parent Representatives may reasonably request, and instruct its Representatives including responding to reasonable requests for information, including requests for information on any change, condition, or event that renders or would reasonably cooperate with Parent be expected to render any representation or warranty of the Company set forth in its investigation. All information furnished pursuant to this Agreement shall (disregarding any materiality qualification contained therein) to be subject to the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information untrue or knowledge obtained inaccurate in any material respect; provided, that no investigation pursuant to this ‎Section 6.02(a) Section 5.2 shall affect or be deemed to modify any representation or warranty made by the Company herein or Parent any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries Section 5.2 shall be required conducted in such manner as not to provide access to its properties, books, contracts, records or personnel if such access would interfere unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize with the attorney-client privilege conduct of the Company or any (including the activities of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior the Company pursuant to Section 5.3(a)). The information referred to in the previous sentence shall be subject to the date of this Confidentiality Agreement; provided that , dated June 18, 2015, by and between the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply the Ultimate Parent (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns“Confidentiality Agreement”); provided, however, that the exception in no event subclause (A) shall only apply prior to the No-Shop Period Start Date (or if there is an Excluded Party that remains active at such date, prior to the Excluded Party Cutoff Date). (b) Nothing contained in this Agreement will give Parent have access or Merger Sub, directly or indirectly, the right to individual performance control or evaluation records, medical histories or other similar information that in direct the reasonable opinion operations of the Company prior to the disclosure of which would reasonably be expected Effective Time. Prior to subject the Effective Time, the Company or any will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its Subsidiaries to risk of liabilityoperations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives, reasonable access, during normal business hours during the period from From the date of this Agreement to hereof until the earlier to occur of the Effective Time or Closing and the termination of this AgreementAgreement pursuant to its terms, consistent with applicable Law, upon reasonable notice, Seller shall afford to all the officers, employees, accountants, counsel and other representatives and agents of Buyer and its Affiliates (collectively “Buyer Representatives”) reasonable access (with reasonable prior notice, and during regular business hours) to the Company’s properties, records, databases, source code, books, contracts Contracts, commitments and recordsother information, and, during such period, the Company shall, and Seller shall cause its Subsidiaries to, make available to Parent all other information concerning its businessesBuyer and the Buyer Representatives the appropriate individuals for discussion of the Company’s business, properties and personnel as Parent Buyer or the Buyer Representatives may reasonably request. Notwithstanding the foregoing, in exercising Buyer’s access rights under this Section 6.3, (i) Buyer and instruct the Buyer Representatives shall not be permitted to interfere unreasonably with the conduct of the business of the Company, Seller or any of its Representatives Affiliates, (ii) the auditors and accountants of the Company, Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably cooperate acceptable to such auditors or accountants and (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with Parent in its investigation. All information furnished pursuant to this Agreement Section 6.3(a) shall be subject to applicable rules relating to discovery. (b) Buyer shall keep all non-public information obtained pursuant to Section 6.3(a) confidential in accordance with the confidentiality agreementterms of the Confidentiality Agreement, dated as of January 18April 7, 20192011, between Parent Seller and the Company Buyer (the “Confidentiality Agreement”). No information or knowledge obtained The Confidentiality Agreement shall continue in full force and effect prior to the Closing and after any investigation pursuant to termination of this ‎Section 6.02(a) Agreement. The Confidentiality Agreement shall affect or be deemed to modify any representation or warranty made by have been terminated at the Closing Date solely with respect to information relating to the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of and its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, products and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns)business; provided, however, that in no event Buyer acknowledges that any and all other information provided to it by Seller or its representatives concerning Seller and its Affiliates shall Parent have access remain subject to individual performance or evaluation records, medical histories or other similar information that the terms and conditions of the Confidentiality Agreement. Anything contained in the reasonable opinion Confidentiality Agreement to the contrary notwithstanding, Seller and Buyer hereby agree that each such Party may issue press release(s) or make other public announcements regarding the transactions contemplated in this Agreement only in accordance with Section 6.7. (c) Buyer hereby agrees that it shall, and shall cause Buyer Representatives to, keep confidential any Confidential Information not related to the Company, its products or business that Buyer obtains as a result of the Company Contemplated Transactions and to promptly deliver to Seller or destroy (upon Seller’s request) any such Confidential Information, including all copies, reproductions, and extracts thereof. (d) Seller hereby agrees that it shall, and shall cause Seller Representatives to, keep confidential any Confidential Information related to the disclosure of which would reasonably be expected to subject the Company or any of Company, its Subsidiaries to risk of liabilityassets (tangible and intangible), employees, finances, businesses and operations.

Access to Information; Confidentiality. (a) Upon From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, upon reasonable prior written notice and subject to Applicable Lawfrom Parent, the Company shall, and shall cause its Subsidiaries to, (i) afford to Parent Parent, the Debt Financing Sources and its Representatives, their respective Representatives reasonable access, consistent with applicable Law, during normal business hours during to the period operations of the Company, its principal personnel and Representatives and properties, offices, and other facilities and to all books and records, and shall furnish Parent, the Debt Financing Sources and their respective Representatives with all financial, operating and other data and information as Parent and the Debt Financing Sources and their respective Representatives, may from time to time reasonably request in writing in connection with the date of transactions contemplated by this Agreement and (ii) afford the Subsequent Transaction Buyer and its respective Representatives reasonable access to the earlier of Clinic Joint Ventures related to the Effective Time or Subsequent Transaction and the termination books, records, principal personnel and Representatives thereof. Any such access shall be conducted on a basis consistent with the access provided prior to the execution of this Agreement, including with regard to all the treatment of items identified as “competitively sensitive information”. Notwithstanding the foregoing, any such access shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its propertiesSubsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the Company’s officers, books, contracts employees and records, other authorized Representatives of their normal duties and, during such periodfor the avoidance of doubt, (i) shall not include any environmental sampling or invasive environmental testing and (ii) shall not require the Company shall, and shall cause its Subsidiaries to, to make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject access to the confidentiality agreement, dated Clinic Joint Ventures or the principal personnel and representatives thereof except as of January 18, 2019, between Parent and consented to in writing by the Company (the “Confidentiality Agreement”such consent not to be unreasonably withheld, conditioned or delayed). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither Neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would violate or prejudice its rights or the rights of any of its officers, directors or employees, jeopardize the any attorney-client privilege of the Company or any of its Subsidiaries Subsidiaries, or contravene any Applicable Law applicable Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement; provided provided, however that the Company shall, and shall cause use its Subsidiaries to, use commercially reasonable best efforts to make appropriate substitute allow for such access or disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements a manner that does not result in effect on or after the date hereof, and (iii) as necessary to address reasonable a loss of attorney-client or other privilege or confidentiality concerns); provided, however, that in no event privilege. All requests for information made pursuant to this Section 6.5(a) shall Parent have access be directed to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion General Counsel of the Company or such other Person as is designated in writing by the disclosure Company. No access, review or notice pursuant to this Section 6.5 shall have any effect for the purpose of which would reasonably be expected determining the accuracy of any representation or warranty given by any of the Parties to subject any of the other Parties. (b) Each of Parent and Merger Sub will comply with the terms and conditions of the Non-Disclosure Agreement, dated December 26, 2019, between the Company or any of and Nautic Partners, LLC (together with the Addendum to Confidentiality Agreement, dated January 2, 2020, the Second Addendum to Confidentiality Agreement, dated February 1, 2020, the Third Addendum to Confidentiality Agreement, dated February 3, 2020, the Fourth Addendum to Confidentiality Agreement, dated August 22, 2020 and the Fifth Addendum to Confidentiality Agreement dated August 26, 2020 (collectively, the “Confidentiality Agreement”), and will hold and treat, and will cause their respective officers, employees, auditors and other Representatives to hold and treat, in confidence all documents and information concerning the Company and its Subsidiaries furnished to risk of liabilityParent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Upon reasonable notice notice, each party shall afford to the officers, employees, accountants, counsel, financial advisors and subject other representatives of the other party reasonable access during normal business hours, during the period prior to Applicable Lawthe Effective Time, to such of its properties, books, Contracts, commitments, records, officers and employees as the other party may reasonably require to obtain SEC approval of the Proxy Statement; provided that prior to the Closing, neither the Parent nor any of its officers, directors, Affiliates, or agents shall contact the Company’s customers or employees (other than ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇) without the prior written consent of the Company. (b) Any confidentiality agreement previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to: (i) information which was known to the one party or its agents prior to receipt from the other party; (ii) information which is or becomes generally known to the public without the breach of any duty or obligation to the party asserting the confidential nature of such information; (iii) information acquired by a party or its agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by Law or AMEX; provided, however, that while any such disclosure will not be a breach of this Agreement, the disclosed information shall continue to be confidential information for purposes of this Agreement unless one of the other exceptions noted above is applicable. The Company shalland the Parent may disclose such non-public information to advisors retained by either the Company or the Parent, provided that any party to whom such information is disclosed shall be bound by confidentiality obligations as least as restrictive as those set forth herein, which obligations shall be directly enforceable by the Company or the Parent, as appropriate, either as a party to such arrangements or as a third party beneficiary thereunder, and shall be specifically advised that the federal securities laws in the United States prohibit trading in securities of an issuer when in possession of material non-public information relating to such issuer. In the event this Agreement is terminated as provided in Article X hereof, each party (A) will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Merger contemplated hereby, and (B) will use its reasonable best efforts to delete from its computer systems all documents and other material obtained from the other in connection with the Merger contemplated hereby. In the event this Agreement is terminated pursuant to its terms, the Parent shall not, and shall cause its Subsidiaries Affiliates, employees, representatives and agents not to, afford to use any information obtained by it or its representatives, agents, lenders and investors about the Company to, and the Parent and its Representativesthe Merger Subsidiary otherwise shall not (A) contact, reasonable access, during normal business hours during the period from the date of this Agreement to the earlier solicit or employ any current employees of the Effective Time Company identified to them by the Company (whether or not previously known by the Parent) for a period of eighteen (18) months following the termination of this Agreement, to all provided that the foregoing shall not prohibit the contact, solicitation or employment of its properties, books, contracts and records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished employees pursuant to this Agreement shall be subject any general public solicitation not directed specifically to such employees, (B) attempt to induce the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information Company’s clients or knowledge obtained in any investigation pursuant customers identified to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made them by the Company to reduce their business or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operationsservices obtained from, or provide access to or to disclose information where such access or disclosure would jeopardize provided to, the attorney-client privilege Company, in any case, for the longer of six (6) months following the Company or any of its Subsidiaries or contravene any Applicable Law or binding agreement entered into prior to the date termination of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply Agreement or twelve (including redacting such information (i12) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after months from the date hereof, and or (iiic) as necessary to address reasonable attorney-client disparage the Company, its senior management or other privilege or confidentiality concerns); providedits Affiliates, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in for a period of twelve (12) months from the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries to risk of liabilitydate this Agreement is terminated.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Applicable Law, the The Company shall, and shall cause its Subsidiaries officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to, afford to Parent Parent, and its to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access, access during normal business hours during the period from the date of this Agreement prior to the earlier of the Effective Time or and the termination of this Agreement, Agreement to all of its and its Subsidiaries’ properties, books, contracts books and recordsrecords and to those employees and Representatives of the Company to whom Parent requests access, and, during such period, the Company shallshall furnish to Parent, as promptly as reasonably practicable, all financial, operating and shall cause its Subsidiaries to, make available to Parent all other data and information concerning its businessesand its Subsidiaries’ business, properties and personnel as Parent through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. All information furnished pursuant to this Agreement shall be subject to Notwithstanding the confidentiality agreement, dated as of January 18, 2019, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, ‎Section 8.01 or ‎Section 8.02foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information where the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene conflict with or violate any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (iantitrust Laws) or any Contract to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information that in the reasonable opinion of the Company the disclosure of which would reasonably be expected to subject the Company or any of its Subsidiaries is a party (provided that the Company shall in such event use reasonable best efforts to risk avoid such constraints on disclosure, including entering into a joint defense agreement in customary form). No investigation or access permitted, or knowledge obtained, pursuant to this Section 7.01 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder or otherwise prejudice in any way the rights and remedies of liabilityParent or Sub hereunder, nor shall any such investigation, access or knowledge be deemed to affect or modify Parent’s or Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. Except for disclosures expressly permitted by the Confidentiality Agreement, Parent shall, in accordance with the Confidentiality Agreement, keep confidential and not disclose, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to keep confidential and not disclose, all Confidential Information (as defined in the Confidentiality Agreement) directly or indirectly received from the Company or its Representatives.