Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until Prior to the Effective Time or Time, Seller shall exercise its contractual rights under the earlier termination of this Merger Agreement in accordance with so as to use commercially reasonable efforts to require that Knight Ridder will afford to Buyer and its terms, upon reasonable prior notice, the Company shallRepresentatives, and following the Effective Time, Seller shall cause each of the Company Subsidiaries to afford to Parent Buyer and Parent’s Representatives its Representatives, reasonable access during normal business hours hours, throughout the period prior to the Company or earlier of (i) the Company Subsidiaries’ officersClosing and (ii) the Termination Date, to the properties, Contractsemployees, contracts, commitments, books and records. The Company shall furnish promptly records of the Acquired Companies and, to Parent (i) a copy of each the extent related to the Business, the Seller Entities, and any report, schedule and or other document filed or submitted received by it an Acquired Company or, solely to the extent related to the Business, any Seller Entity, pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreementapplicable Laws. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company or Parent, as applicable (the “Disclosing Party”), Seller shall not be required to, or to cause any of its Subsidiaries to, grant afford such access if the Disclosing Party reasonably determines that it would (A) unreasonably disrupt or impair in any material respect the business or operations of Seller or the Disclosing Party or any of its SubsidiariesBusiness, (B) constitute would cause a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) agreement to which the Disclosing Party Seller or an Acquired Company or Buyer or any of its Subsidiaries is a party, (C) would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or any of its Subsidiaries or would constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 nor shall Buyer or any COVID-19 Measures, (E) result in the disclosure of its Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of any trade secrets, Seller Entity or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentAcquired Company. (b) The parties acknowledge that Seller, Knight Ridder and Buyer have previously executed a Confidentiality Agreement dated as of May 26April 4, 2022 between Parent and the Company 2006 (the “Confidentiality Agreement”) and the Clean Team ), which Confidentiality Agreement dated will continue in full force and effect in accordance with their terms and each of Buyer and Seller will hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, any Evaluation Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms of May 26, 2022 between Parent and the Company (the “Clean Team Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, The Company agrees that upon reasonable prior notice, the Company shall, notice it shall (and shall cause each of the Company its Subsidiaries to to) afford to Parent and Parent’s its Representatives reasonable access access, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford restrict or prohibit access to the Company and the Company’s Representatives reasonable access during normal business hours to Parent any such properties or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiariesinformation, (Bb) constitute a violation of any Contract with respect the information is subject to confidentiality or non-disclosure obligations owing to a third party that would be breached by such disclosure, or (including any Governmental Entityc) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation disclosure of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 such information or any COVID-19 Measures, (E) document could result in the disclosure of any trade secrets, or (F) result in a waiver loss of attorney-client privilege; provided further, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts however, that with respect to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15clause (c), if requested by Parent, the Disclosing PartyCompany will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, after consultation but only if the Company determines, with the advice of its outside legal counsel, may reasonably designate competitively sensitive but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the Company and Parent. terms of this Section 5.03 (bother than clause (c) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”above) and the Clean Team terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement dated as shall control. No review of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of information pursuant to this Agreement and shall apply will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to all information furnished thereunder or hereunderthe obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and subject to applicable Law, from the date hereof until the Merger Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeTime, the Company shall, and shall cause each the Company Subsidiaries and the officers, directors, employees, auditors, counsel and agents of the Company and the Company Subsidiaries to to, afford to Parent and Parent’s Representatives its officers, directors, employees, auditors, counsel and agents, following notice from Parent to the Company in accordance with this Section 7.02, reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, employees, agents, properties, Contractsoffices and other facilities, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel records of the Company and the Company Subsidiaries, in each caseand all other financial, operating and other data and information as Parent may reasonably request in connection with request. Notwithstanding the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsforegoing, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours Company Subsidiaries shall not be obligated to Parent or the Parent Subsidiaries’ officersdisclose (i) any competitively sensitive information, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant (ii) any information concerning the business, properties and personnel of Parent and the Parent Subsidiariesthat, in each casethe reasonable judgment of the Company, as would result in the Company may reasonably request solely in connection loss of attorney-client privilege with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions respect to such information or which would constitute a waiver of this Section 6.7(a), any other privilege or trade secret protection held by the Company or Parent, as applicable any Company Subsidiary or (iii) any information that would result in a breach of an agreement to which the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party Company or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Company Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation Parent shall schedule and coordinate all inspections with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parentshall give the Company at least two (2) 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, and subject to any amendment, supplement no such inspection shall unreasonably disrupt or other modification to interfere with the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between operations of the Company and Parentor any Company Subsidiary. No investigation pursuant to this Section 7.02 or information provided, made available or delivered to Parent pursuant to this Section 7.02 or otherwise shall affect any representations or warranties of the Company or conditions or rights of Parent contained in this Agreement. (b) The Confidentiality Agreement Prior to the Merger Effective Time, all information obtained by Parent pursuant to this Section 7.02 shall be kept confidential in accordance with the confidentiality agreement dated as of May 26April 28, 2022 2008 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder).

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeSubject to applicable law, the Company shall, and its Subsidiaries shall cause each of the Company Subsidiaries to afford to Parent, Merger Sub and their financing sources and their respective accountants, counsel, financial advisors and other representatives (the "Parent and Parent’s Representatives Representatives") reasonable access during normal business hours upon reasonable notice throughout the period prior to the Company or the Company Subsidiaries’ officers, Effective Time to their respective properties, Contractsbooks, books contracts, commitments and records. The Company records and, during such period, shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant such information concerning the businessits businesses, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may or Merger Sub shall reasonably request request; provided, however, such investigation shall not unreasonably disrupt the Company's operations. All nonpublic information provided to, or obtained by, Parent, Merger Sub or any such financing source in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and transactions contemplated hereby shall cause each be "Confidential Information" for purposes of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26February 19, 2022 2003 between Parent and the Company (the “"Confidentiality Agreement”) and "), the Clean Team Confidentiality Agreement dated as terms of May 26which shall continue in force until the Effective Time; provided that Parent, 2022 between Parent Merger Sub and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties; provided that, with respect to any such information, the Company shall, or shall cause the relevant Subsidiary to, provide the maximum amount of that information (or shall endeavor to otherwise convey that information in a manner) that is consistent with the “Clean Team Agreement”applicable law, rule or regulation, the maintenance of that privilege or the terms of the relevant contract, as applicable. No investigation pursuant to this Section 5.04(a) shall survive affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such parties) may disclose to any and all persons, without limitation of any kind, the U.S. "tax treatment" or "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4) of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analysis, but without disclosure of identifying information or, except to the extent relating to such U.S. "tax treatment" or "tax structure," any non-public commercial or financial information) that are provided to such parties relating to such U.S. "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided, that such disclosure may not be made until the earlier of (x) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (y) the date of the public announcement of the transactions contemplated by this Agreement, or (z) the date of execution and delivery of this Agreement. Moreover, notwithstanding anything herein to the contrary, there shall be no limitation on any party's ability to consult any tax adviser, whether or not independent from the parties, regarding the U.S. "tax treatment" or "tax structure" of the transactions contemplated by this Agreement. The intent of this provision is that the transactions contemplated by the Agreement are not treated as having been offered under conditions of confidentiality for purposes of Treasury Regulation section 1.6011-4(b)(3) and shall apply to all information furnished thereunder or hereunderbe construed in a manner consistent with such purpose.

Access to Information; Confidentiality. (a) From Subject to applicable Law and any applicable Judgment, between the date hereof until of this Agreement and the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its termspursuant to Section 8.01, upon reasonable prior notice, the Company shall, and shall cause each of the Company Subsidiaries to to, afford to Parent and Parent’s Representatives and Debt Financing Sources reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, employees, agents, properties, Contractsbooks, books Contracts and records. The records of the Company and the Company Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement or any similar transaction with a third party or, except as expressly provided in Section 5.02, to any Company Takeover Proposal) and the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant Parent’s Representatives such information concerning the its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and personnel its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and the Company Subsidiaries; provided further, however, that neither the Company nor any Company Subsidiary shall be obligated to provide such access or information if the Company determines, in each caseits reasonable judgment, as Parent may that doing so is reasonably request in connection with likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the Merger and this Agreementprotection of an attorney-client privilege, attorney work product protection or other legal privilege held by the Company. From In any such event, the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent Company shall, and shall cause each the Company Subsidiaries to, use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate applicable Law, Judgment 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 made pursuant to this Section 6.02 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 the Parent Subsidiaries to afford to letter agreement dated as of October 10, 2019, by and among the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books Macquarie Infrastructure and records in each case relating solely to the SpinCo Business, SpinCo Real Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company Inc. (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder).

Access to Information; Confidentiality. (a) From the date hereof until to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, upon reasonable prior written notice, the Company shall, and shall cause each its Subsidiaries, officers, directors and employees to, afford the officers, directors, employees, accountants, auditors, consultants, legal counsel, financial advisors, potential lenders, agents and other authorized representatives of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access access, consistent with applicable law, during normal business hours to the Company or the Company Subsidiaries’ its officers, employees, properties, Contractsoffices, plants and other facilities and to all books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the furnish Parent Subsidiaries to afford to the Company with all financial, operating and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ other data and information as Parent, through its officers, propertiesemployees or authorized representatives, Contracts, books and records in each case relating solely may from time to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may time reasonably request solely in connection with the Separation, the Distribution and this Agreementrequest. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company Parent and Merger Sub shall use commercially reasonable efforts to conduct any such investigation or Parent, consultation in such a manner as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect interfere unreasonably with the business or operations of the Disclosing Party Company or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) otherwise result in any unreasonable interference with the disclosure prompt and timely discharge by such employees of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parenttheir normal duties. (b) The As soon as available, and in any event no later than fifteen (15) days after the end of each fiscal month, the Company shall deliver to Parent the unaudited balance sheet, statement of income, shareholders’ equity and cash flow of the Company as of the end of such fiscal month, all in reasonable detail and certified by a principal financial officer of the Company as presented fairly, in accordance with GAAP (except for the absence of footnotes thereto) applied on a basis consistent with past practice. (c) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement dated as between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., on behalf of May 26the Company, 2022 between Parent and the Company Sun Capital Partners Group V, Inc. (the “Confidentiality Agreement”) and the Clean Team ), which Confidentiality Agreement dated as of May 26, 2022 between Parent shall remain in full force and effect in accordance with its terms; provided that the Company (agrees that the “Clean Team Agreement”) Confidentiality Agreement shall survive be terminated and of no further force and effect upon the execution and delivery consummation of this Agreement and shall apply to all information furnished thereunder or hereunderthe Merger.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeTime, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, propertiesdirectors, Contractsemployees, books auditors and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel agents of the Company and the Company SubsidiariesSubsidiaries to, in each caseafford the officers, as employees and agents of Parent may reasonably request in connection and Merger Sub and persons providing or proposing to provide Parent or Merger Sub with financing for the Merger and other transactions contemplated by this Agreement. Agreement and other representatives (collectively, the "Parent Representatives") of Parent complete access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Company Subsidiary, and shall furnish Parent and Merger Sub and persons providing or proposing to provide Parent or Merger Sub with financing for the Merger and other transactions contemplated by this Agreement with such financial, operating and other data and information as Parent or Merger Sub, through its officers, employees or agents, may reasonably request. (b) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeTime, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, propertiesdirectors, Contractsemployees, books auditors and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel agents of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if afford the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations officers, employees and agents of the Disclosing Party Company and other representatives (collectively, the "Company Representatives", and, together with the Parent Representatives, the "Representatives") of the Company complete access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of Parent and each Parent Subsidiary, and shall furnish the Company with such financial, operating and other data and information as the Company, through its officers, employees or agents, may reasonably request. (c) Each party to this Agreement shall comply with, and shall cause its Representatives to comply with, all of their obligations under the Confidentiality Agreements listed in Section 6.03(c) of each of the Company Disclosure Schedule and the Parent Disclosure Schedule (the "Confidentiality Agreements"). All information obtained by a party or any of its Subsidiaries, Representatives pursuant to (Ba) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (Fb) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents above shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentAgreements. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon Upon reasonable prior written notice, subject to Applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to to, afford to Parent and Parent’s Representatives its Representatives, reasonable access access, during normal business hours during the period from the date of this Agreement to the Company earlier of the Effective Time or the Company Subsidiaries’ officerstermination of this Agreement, to all of its properties, Contractsbooks, books contracts and records. The records and provide copies thereof to Parent, and, during such period, the Company shall, and shall furnish promptly cause the Company Subsidiaries to, reasonably make available to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the businessits businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. Without limiting the foregoing, following the date of this Agreement and continuing through the Closing Date or earlier termination of this Agreement, at Parent’s reasonable request, the Company shall use commercially reasonable efforts to cooperate with and provide reasonable assistance to Parent and its Representatives in Parent’s efforts to investigate and confirm the existence of, and where applicable take such actions as are necessary to file and/or obtain, all Registration Certificates that in Parent’s reasonable good faith determination are required by Law to be so filed and/or obtained with respect to all Registrable Mobile Assets of the Company and the Company Subsidiaries. All information furnished pursuant to this Agreement shall be subject to the mutual confidentiality agreement, dated as of September 19, 2023, between Parent and the Company (the “Confidentiality Agreement”) and, to the extent such information is specifically subject thereto, the clean team confidentiality agreement, dated November 29, 2023, between Parent and the Company (the “Clean Team Agreement”); provided, that Parent and the Company consent and agree that all information referenced in each case, as Section 8.3 may only be shared with and delivered to the Financing Sources pursuant to the terms and conditions of the Confidentiality Agreement and the Clean Team Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty made by the Company or Parent may reasonably request in connection with the Merger and pursuant to this Agreement. From . (b) Notwithstanding anything to the date hereof until contrary in this Section 6.2, Section 8.1 or Section 8.2, neither the Effective Time Company nor any of the Company Subsidiaries shall be required to provide access to its properties, books, contracts, records (including any that discuss or relate to any of the earlier termination Transactions) 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 this Agreement in accordance the Company or any Company Subsidiary or contravene any Applicable Law or binding agreement with its termsrespect to confidentiality; provided, upon reasonable prior notice, Parent that the Company shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable 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 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 information the restrictions disclosure of which, in the reasonable opinion of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything Company, would reasonably be expected to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject or any Company Subsidiary to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentrisk of liability. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, upon reasonable prior written notice, the Company shall, and shall cause each its Subsidiaries, officers, directors, employees and representatives to, afford the officers, employees and representatives of the Company Subsidiaries Parent reasonable access, consistent with applicable Law, at all reasonable times to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ its officers, directors, employees, representatives, properties, Contractsoffices, plants and other facilities and to all books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel records of the Company and the Company its Subsidiaries, in each caseand shall furnish Parent with all financial, operating and other data and information as Parent Parent, through its officers, employees or representatives, may from time to time reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreementwriting. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company any such investigation or Parent, as applicable (the “Disclosing Party”), consultation shall not include any intrusive testing or environmental sampling of any kind and shall be required to, or conducted in such a manner as not to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect interfere unreasonably with the business or operations of the Disclosing Party Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its Subsidiariesclients, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which jeopardize the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions privilege of the preceding sentence applyCompany or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement. Without limiting No investigation pursuant to this Section 6.3 or otherwise shall affect any representation or warranty in this Agreement or any condition to the generality obligations of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentparties hereto. (b) The Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement Agreement, dated as of May September 26, 2022 2006, between Parent and the Company and Parent (the “Confidentiality Agreement”) and the Clean Team ), which Confidentiality Agreement dated as of May 26, 2022 between Parent shall remain in full force and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereundereffect in accordance with its terms.

Access to Information; Confidentiality. (a) From During the period from the date hereof until the Effective Time or of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its termsAgreement, upon reasonable prior notice, the Company each of SAM and STFC shall, and shall cause each of the Company their respective Subsidiaries to and Representatives to, upon reasonable notice, afford to Parent LMHC and Parent’s Representatives its Subsidiaries and Representative reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, employees, advisors, properties, Contracts, and books and records. The Company records of SAM, STFC or their respective Subsidiaries, as applicable, and each of SAM and STFC shall, and shall cause their respective Subsidiaries to, furnish reasonably promptly to Parent LMHC such other information concerning the business and properties of SAM, STFC or their respective Subsidiaries, as applicable, as LMHC may reasonably request from time to time in each case for the purposes of integration planning and the consummation of the transactions contemplated by this Agreement, including furnishing, not later than fifteen (15) days following the end of each calendar month, the gross and net premiums written by the SAM Insurance Companies and the STFC Insurance Companies in such month. None of SAM, STFC or their respective Subsidiaries shall be required to provide any such access or information to the extent that doing so (i) would cause a copy waiver of each reportan attorney-client privilege or loss of attorney work product protection, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning would constitute a violation of any applicable Law or the businessprovisions of any Contract to which SAM, properties and personnel STFC or any of their respective Subsidiaries is a party or (iii) would interfere unreasonably with the Company and business or operations of SAM, STFC or their respective Subsidiaries. Without limiting the Company Subsidiariesforegoing, in each casethe event that SAM or STFC does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to LMHC that it is withholding such access or information and shall use its commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not cause such a waiver or loss, violation or interference, as Parent the case may reasonably request in connection with be. No investigation shall affect SAM’s or STFC’s representations, warranties, covenants or agreements contained herein or limit or otherwise affect the Merger and remedies available to any party pursuant to this Agreement. From . (b) Each of LMHC, SAM and STFC shall comply with their respective obligations under the date hereof until the Effective Time or the earlier Confidentiality Agreement, which shall survive any termination of this Agreement in accordance with its termsthe terms set forth therein; provided, upon reasonable prior noticehowever, Parent shall, and shall cause each to the extent of any conflict between the provisions of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution Confidentiality Agreement and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery terms of this Agreement and shall apply to all information furnished thereunder or hereundergovern.

Access to Information; Confidentiality. (a) From the date hereof until through the Effective Time or the earlier termination of this Agreement in accordance with its termsTime, upon reasonable prior noticenotice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent (ia) a copy of each material report, schedule schedule, registration statement and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of with any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws Governmental Entity and (iib) all other relevant information concerning the business, properties and personnel of internal or external reports prepared by it and/or its Subsidiaries in the Company and the Company Subsidiaries, in each case, as ordinary course that are reasonably required by Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries promptly after such reports are made available to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employeespersonnel. Parent shall furnish promptly to Neither the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause nor any of its Subsidiaries to, grant shall be required to provide access to or to disclose information to the extent such access if or disclosure would jeopardize the Disclosing Party reasonably determines that it would (A) disrupt attorney-client privilege of such Person or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of contravene any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by latter case the Company and Parentits Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, and subject to any amendment, supplement permits or other modification consents or approvals to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent. (b) The Confidentiality Agreement access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of May 26March 13, 2022 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ). Any investigation by Parent shall not affect the representations and warranties of the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderCompany.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeSubject to applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to to, afford to Parent and to Parent’s Representatives reasonable access access, upon reasonable advance notice, during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company period from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning date of this Agreement until the business, properties and personnel earlier of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent all information concerning its business, properties and personnel as Parent may reasonably request in connection with this Agreement and the transactions contemplated hereby, including for purposes of any business planning (including for post-Closing periods) and integration; provided, however, that the Company (i) shall not be required to afford such access if it would unreasonably disrupt the operations of the Company, (ii) may withhold any document or information the disclosure of which would cause a violation of any agreement to which the Company or such Company Subsidiary is a party (provided that the Company shall use its reasonable prior noticebest efforts to obtain the required consent of such third party to such access or disclosure) and (iii) may withhold any document or information the disclosure of which would be reasonably likely to risk a loss of legal 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 would not be reasonably likely to risk a loss of legal privilege). If any material is withheld by the Company pursuant to the immediately preceding sentence, the Company shall, to the extent possible without violating an agreement or risking a loss of legal privilege, inform Parent as to the general nature of what is being withheld. All information exchanged pursuant to this Section 6.02(a) shall be subject to the confidentiality agreement dated August 29, 2013 between Parent and the Company (the “Confidentiality Agreement”). (b) Subject to applicable Law, Parent shall, and shall cause each of the Parent Subsidiaries to to, afford to the Company and to the Company’s Representatives reasonable access access, upon reasonable advance notice, during normal business hours the period from the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, to all their respective properties, books, contracts, commitments, personnel and records and, during such period, Parent or shall, and shall cause each of the Parent Subsidiaries’ officersSubsidiaries to, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the its business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with this Agreement and the Separationtransactions contemplated hereby; provided, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)however, the Company or Parent, as applicable that Parent (the “Disclosing Party”), i) shall not be required to, or to cause any of its Subsidiaries to, grant afford such access if the Disclosing Party reasonably determines that it would (A) unreasonably disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its SubsidiariesParent, (Bii) constitute may withhold any document or information the disclosure of which would cause a violation of any Contract with respect agreement to confidentiality which Parent or non-disclosure obligations owing such Parent Subsidiary is a party (provided that Parent shall use its reasonable best efforts to a obtain the required consent of such third party to such access or disclosure) and (including iii) may withhold any Governmental Entitydocument or information the disclosure of which would be reasonably likely to risk a loss of legal privilege (provided that Parent shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) to which the Disclosing Party or any of its Subsidiaries is in a party, (C) constitute a violation of any applicable Law, (D) manner that would not be reasonably feasible as likely to risk a result loss of COVID-19 legal privilege). If any material is withheld by Parent pursuant to the immediately preceding sentence, Parent shall, to the extent possible without violating an agreement or any COVID-19 Measures, (E) result in the disclosure risking a loss of any trade secrets, or (F) result in a waiver of attorney-client legal privilege, work product doctrine or similar privilegeinform the Company as to the general nature of what is being withheld. The Disclosing Party will use commercially reasonable efforts All information exchanged pursuant to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents 6.02(b) shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon Upon reasonable prior noticenotice and subject to Applicable Law, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and Parent’s Representatives its Representatives, reasonable access access, during normal business hours during the period from the date of this Agreement to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy earlier of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with Agreement, to all of its termsproperties, upon reasonable prior noticebooks, Parent contracts and records, and, during such period, the Company shall, and shall cause each of the Parent its Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to, make available to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant other information concerning the businessits 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 Parent Subsidiaries, Company (the “Confidentiality Agreement”). No information or knowledge obtained in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and any investigation pursuant to this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), ‎Section 6.02(a) shall affect or be deemed to modify any representation or warranty made by the Company or ParentParent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this ‎Section 6.02, as applicable (‎Section 8.01 or ‎Section 8.02, neither the “Disclosing Party”), shall not be required to, or to cause Company nor any of its Subsidiaries toshall be required to provide access to its properties, grant books, contracts, records or personnel if such access if would unreasonably disrupt its operations, or provide access to or to disclose information where such access or disclosure would jeopardize the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations attorney-client privilege of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party Company or any of its Subsidiaries is a partyor contravene any Applicable Law or binding agreement entered into prior to the date of this Agreement; provided that the Company shall, (C) constitute a violation of any applicable Lawand shall cause its Subsidiaries to, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially 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 restrictions 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 preceding sentence apply. Without limiting Company the generality disclosure of the other provisions of this Section 6.7 or anything which would reasonably be expected to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject or any of its Subsidiaries to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentrisk of liability. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its termsArticle VII, upon reasonable prior noticeto the extent permitted by Law, the Company shallwill, and shall cause each of the Company Subsidiaries to afford to (i) upon reasonable advance written notice from Parent, give Parent and Parent’s Merger Sub and their respective Representatives reasonable access during normal business hours to relevant employees and facilities and to relevant books, contracts and records (including Tax Returns) of the Company and the Retained Subsidiaries and cause the Company’s Representatives to provide access to their work papers and such other information as Parent or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication Merger Sub may reasonably request (including “comment letters”) received by information regarding the Company from transactions set forth in the SEC concerning compliance with securities Laws Spin-Off Transaction Documents and, for the avoidance of doubt, the restructuring transactions set forth in the Plan of Reorganization); and (ii) all use its reasonable best efforts to cause its Representatives to furnish Parent and Merger Sub with such financial and operating data and other relevant information concerning with respect to the business, properties and personnel of the Company and the Company Subsidiaries, in each case, Retained Subsidiaries as Parent or Merger Sub may from time to time reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreementrequest. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company any such investigation or Parent, consultation shall be conducted in such a manner as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect interfere unreasonably with the business or operations of the Disclosing Party Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. (b) Information obtained by Parent or Merger Sub pursuant to Section 5.3(a) will constitute “Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement; provided, that Parent and Merger Sub will be permitted to disclose such information to any debt financing sources or prospective debt financing sources that may become parties to the Parent Debt Financing or rating agencies (and, in each case, to their respective counsel and auditors) so long as each such Person is made aware of and acknowledges the confidential nature of such information and agrees to be bound by confidentiality and use restrictions customary for the syndication of the debt financing contemplated by such debt financing sources and substantially consistent with the confidentiality and use restrictions contemplated by the Confidentiality Agreement or in the Debt Commitment Letter. (c) Notwithstanding anything in Section 5.3(a) to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to the negotiation of this Agreement and the transactions contemplated hereby, or any competitively or commercially sensitive information or information relating to the analysis or consideration of the Merger or the transactions contemplated by this Agreement by the Company and its Subsidiaries, (ii) would unreasonably disrupt the operations of the Company or any of its Subsidiaries, (Biii) constitute a violation would require the Company or any of its Subsidiaries to disclose information that, in the reasonable judgment of counsel to the Company, is subject to attorney-client privilege or may conflict with any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party Company or any of its Subsidiaries is bound, (iv) would reasonably be likely to violate the terms of any Material Contract with a third party, in each case, that was in effect prior to the execution of this Agreement (C) constitute a violation provided, that the Company shall use its reasonable best efforts to obtain the required consent of any applicable Law, (D) not be reasonably feasible as a result such third party to such access or disclosure or develop an alternative method of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secretsproviding such information to Parent), or (Fv) result would reasonably be likely to violate any Law (provided, that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a waiver manner that does not violate such Law or develop an alternative method of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and providing such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent). (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to Applicable Laws relating to the date hereof until exchange of information, the Company will, and will cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Acquirer Parties access, during normal business hours during the period prior to the Effective Time or the earlier termination of this Agreement Agreement, to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other representatives, in accordance with each case in a manner not unreasonably disruptive to the operation of the business of the Company and its terms, upon reasonable Subsidiaries as Parent may reasonably request. During the period prior noticeto the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly deliver to Parent (i) a copy if prior to the Determination Date, no later than the 15th day of each month, a report containing the Company’s most current estimate of the Company Net Worth and the Available Cash, in each case as of the last day of the full calendar month immediately preceding the date of such report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning if following the businessDetermination Date, properties and personnel no later than the Wednesday of the Company and the Company Subsidiarieseach calendar week, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and a report containing the Company’s Representatives reasonable access during normal business hours to Parent or most current estimate of the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to Available Cash as of the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employeeslast day of the calendar week immediately preceding the date of such report. Parent shall furnish promptly to Neither the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause nor any of its Subsidiaries to, grant will be required to provide access to or to disclose information where such access if the Disclosing Party reasonably determines that it or disclosure would (A) disrupt or impair in jeopardize any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine violate any contract or similar privilege. The Disclosing Party agreement or contravene any Law; and in any such event, the Parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which arrangements. (b) All information and materials provided pursuant to this Agreement will be subject to the restrictions provisions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by letter agreement entered into between the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26April 28, 2022 between Parent and the Company 2017 (the “Confidentiality Agreement”). (c) and No investigation by any of the Clean Team Confidentiality Agreement dated as Parties or their respective representatives shall constitute a waiver of May 26or otherwise affect the representations, 2022 between Parent and warranties, covenants or agreements of the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderothers set forth herein.

Access to Information; Confidentiality. Upon reasonable -------------------------------------- notice and subject to restrictions contained in confidentiality agreements to which such party is subject (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon from which such party shall use reasonable prior noticebest efforts to be released), the Company shall, and Parent shall each (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to cause its Minority Affiliates and XSL, to) afford to the officers, employees, accountants, counsel and other representatives of the other, reasonable access, during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, the Company Subsidiaries and Parent each shall (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to afford to Parent cause its Minority Affiliates and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersXSL, properties, Contracts, books and records. The Company shall to) furnish promptly to Parent (i) a copy of each report, schedule and the other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the its business, properties and personnel as such other party may reasonably request, and each shall make available to the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the other's business (including, in the case of the Company, the business of the Minority Affiliates and XSL), properties and personnel as either Parent or the Company may reasonably request. From and after the date of this Agreement through the Effective Time, the Company shall provide to Parent monthly consolidated statements of operations and cash flows and monthly consolidated balance sheets for the Company and its Subsidiaries and, if the Company Subsidiariesreceives such statements from its Minority Affiliates or XSL, in from such Minority Affiliates or XSL, within 30 days following the end of each case, as Parent may reasonably request in connection with the Merger and this Agreementcalendar month during such period. From the date hereof until the Effective Time or the earlier termination of this Agreement Each party shall keep such information confidential in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each the terms of the confidentiality letter, dated October 26, 1997 (the "CONFIDENTIALITY LETTER") between Parent Subsidiaries and the Company. The Company shall use its reasonable best efforts to afford exercise its rights under confidentiality agreements entered into with persons which were considering an Alternative Transaction (as defined in SECTION 9.01 with respect to the Company to preserve the confidentiality of the information relating to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” Minority Affiliates and such information and documents shall only be XSL provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company persons and Parent, their affiliates and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentrepresentatives. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to RemSleep Holdings and its representatives reasonable access during normal business hours during the date hereof until period prior to the Effective Time or to its and to the earlier termination of this Agreement in accordance with its termsCompany’s properties, upon reasonable prior noticebooks, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each its officers, employees and representatives to, furnish promptly to RemSleep Holdings all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of RemSleep Holdings set forth herein and compliance by RemSleep Holdings of its obligations hereunder, during the period prior to the Effective Time, RemSleep Holdings shall provide the Company Subsidiaries to afford to Parent and Parent’s Representatives its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company or to confirm the Company Subsidiaries’ accuracy of the representations and warranties of RemSleep Holdings set forth herein and compliance by RemSleep Holdings of its obligations hereunder, and, during such period, RemSleep Holdings shall, and shall cause its officers, propertiesemployees and representatives to, Contracts, books and records. The Company shall furnish promptly to Parent the Company upon its request (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to 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 laws and (ii) all other relevant information concerning the its business, properties properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shallRemSleep Holdings will hold, and shall will cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ its respective directors, officers, propertiesemployees, Contractsaccountants, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive financial advisors and other representatives and affiliates to hold, any nonpublic information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentin confidence. (b) The Confidentiality Agreement dated as No investigation pursuant to this Section 4.01 shall affect any representations or warranties of May 26, 2022 between Parent and the Company (Parties herein or the “Confidentiality Agreement”) and conditions to the Clean Team Confidentiality Agreement dated as obligations of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderParties hereto.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each Company Subsidiary to, afford to Parent and its Representatives reasonable access during normal business hours during the date hereof until period before the Effective Time to all their respective properties, facilities, books, records, contracts, commitments, correspondence (in each case, whether in physical or the earlier termination of this Agreement in accordance with its termselectronic form), upon reasonable prior noticeofficers, employees, agents and other assets and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish promptly to Parent all information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the Company Subsidiaries and 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 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 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 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(a) or pursuant to Section 6.09 shall be subject to the nondisclosure agreement, dated as of November 1, 2019, by and between 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”). Notwithstanding anything to the contrary in this Section 6.02(a), 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 other 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 Parent the Company and Parent’s its Representatives reasonable access during normal business hours during the period before the Effective Time to the Company or the Company Subsidiaries’ officers, all their respective properties, Contractsfacilities, books and books, records. The Company shall furnish promptly to Parent , contracts, commitments, correspondence (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request whether in connection with the Merger physical or electronic form), officers, employees, agents and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsother assets and, upon reasonable prior noticeduring such period, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officersSubsidiary to, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the 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, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this This Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), 6.02(b) shall not be required torequire Parent or any Parent Subsidiary to permit any access, or to cause disclose any information, that in the reasonable judgment of its Subsidiaries to, grant such access if the Disclosing Party party could reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect be expected to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in (i) the disclosure of any trade secretssecrets of third parties or a violation of any of its obligations with respect to confidentiality, or (Fii) result in a waiver the loss of attorney-client privilege, work product doctrine 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 privilege. The Disclosing Party will agreement) or (iii) a Governmental Entity alleging that providing such information violates antitrust Law; provided that Parent shall use commercially reasonable good faith efforts to make appropriate substitute disclosure arrangements under circumstances communicate to the Company the requested information in which the restrictions of the preceding sentence applya way that would not waive any applicable attorney-client privilege or contravene any applicable Law or confidentiality agreement, as applicable. Without limiting the generality of the other provisions of All information exchanged pursuant to this Section 6.7 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 6.156.02(b), neither the Company nor any of its Representatives shall conduct, without the prior written consent of Parent which consent may be 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 the business or property sites of Parent or any of the Parent Subsidiaries, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parentshall, and subject to any amendmentshall cause its Representatives accessing such properties to, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company comply with all applicable Laws and all of Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent ’s and the Company (the “Confidentiality Agreement”) Parent Subsidiaries’ safety and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereundersecurity procedures.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Explore Anywhere Holding Corp. and its representatives reasonable access during normal business hours during the date hereof until period prior to the Effective Time or to its and to the earlier termination of this Agreement in accordance with its termsCompany’s properties, upon reasonable prior noticebooks, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each its officers, employees and representatives to, furnish promptly to Explore Anywhere Holding Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Explore Anywhere Holding Corp. set forth herein and compliance by Explore Anywhere Holding Corp. of its obligations hereunder, during the period prior to the Effective Time, Explore Anywhere Holding Corp. shall provide the Company Subsidiaries to afford to Parent and Parent’s Representatives its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company or to confirm the Company Subsidiaries’ accuracy of the representations and warranties of Explore Anywhere Holding Corp. set forth herein and compliance by Explore Anywhere Holding Corp. of its obligations hereunder, and, during such period, Explore Anywhere Holding Corp. shall, and shall cause its officers, propertiesemployees and representatives to, Contracts, books and records. The Company shall furnish promptly to Parent the Company upon its request (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to 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 laws and (ii) all other relevant information concerning the its business, properties properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shallExplore Anywhere Holding Corp. will hold, and shall will cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ its respective directors, officers, propertiesemployees, Contractsaccountants, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive financial advisors and other representatives and affiliates to hold, any nonpublic information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentin confidence. (b) The Confidentiality Agreement dated as No investigation pursuant to this Section 4.01 shall affect any representations or warranties of May 26, 2022 between Parent and the Company (Parties herein or the “Confidentiality Agreement”) and conditions to the Clean Team Confidentiality Agreement dated as obligations of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderParties hereto.

Access to Information; Confidentiality. Upon reasonable notice, the Company shall (aand shall cause each of its Subsidiaries to) From afford to Parent and its Representatives reasonable access in a manner that does not unreasonably interfere with the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date hereof of this Agreement until the earlier of the First Effective Time or and the earlier termination of this Agreement in accordance with its termsthe terms of Article VIII, upon reasonable prior noticeto the properties, offices and other facilities and books and records, and personnel of the Company shalland its Subsidiaries and, during such period, shall (and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall to) furnish promptly to Parent and its Representatives all information (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”extent not publicly available) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its Subsidiaries as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsbe requested; provided, upon reasonable prior noticehowever, Parent shall, and that nothing herein shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), require the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant to disclose any information to Parent or Merger Subs if such access if disclosure would reasonably be expected to violate applicable Law or the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation provisions of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party Company or any of its Subsidiaries is a party, (C) constitute a violation of party or violate any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client or other legal privilege; provided, work product doctrine that the Company and its Subsidiaries shall use reasonable best efforts to provide as much information as possible without violating such applicable Law or similar privilege. The Disclosing Party will use commercially reasonable efforts Confidentiality Agreement shall apply with respect to make appropriate substitute disclosure arrangements under circumstances information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder and, if this Agreement is terminated prior to the First Effective Time, the Confidentiality Agreement shall remain in which full force and effect in accordance with its terms prior to giving effect to the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions execution of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives reasonable access during normal business hours and upon reasonable prior notice, during the date hereof until period prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeto all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period for the sole purpose of consummation of the Mergers and the Transactions contemplated by this Agreement (or integration planning related thereto), the Company shall, and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent Parent: (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to 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 laws and (ii) all other relevant information concerning the its business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request (including Tax Returns filed and those in connection with preparation and the Merger work papers of its auditors). (b) Parent shall, and this Agreement. From shall cause each of its Subsidiaries to, afford to the date hereof until Company and its Representatives reasonable access during normal business hours and upon reasonable prior notice, during the period prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shallfor purposes of consummation of the Mergers and the Transactions contemplated by this Agreement, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the businesssuch information, properties and personnel of regarding Parent and its Subsidiaries as shall be reasonably necessary for the Company to confirm that the representations and warranties of the Parent SubsidiariesParties contained herein are true and correct and that the covenants of the Parent Parties contained herein have been performed in all material respects. (c) Notwithstanding anything to the contrary, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution Section 5.4(a) and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), b) shall not be required to, or require the Parties to cause disclose any of its Subsidiaries to, grant information to the extent such access if the Disclosing Party reasonably determines that it disclosure would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any contravene applicable Law, (D) not be reasonably feasible as a result of COVID-19 or jeopardize any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilegeother legal privilege or breach any existing Contract. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and All such information and documents shall only be provided to held confidential in accordance with the outside legal counsel terms of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26April 22, 2022 2021, between Parent and the Company and the Confidentiality Agreement, dated as of February 22, 2021, between the Company and Parent (together, the “Confidentiality Agreement”) and ). No investigation pursuant to this Section 5.4 or information provided, made available or delivered to the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of Parties pursuant to this Agreement and shall apply affect any of the representations, warranties, covenants, rights or remedies, or the conditions to all information furnished thereunder or hereunderthe obligations of, the Parties.

Access to Information; Confidentiality. Subject to compliance with applicable law, the Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours during the date hereof until period prior to the Effective Time or the earlier termination of this Agreement in accordance with to all its termsand its Subsidiaries' properties, upon reasonable prior noticebooks, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal 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 laws and (iib) all other relevant information concerning the its and its Subsidiaries' business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection and receive consistent with the Merger applicable law and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyagreements. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15foregoing, the Disclosing PartyCompany will afford to Parent and its Representatives access to, after consultation and 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 outside legal counselSubsidiaries; provided, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and that all such information and documents discussions shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to arranged by the Company and Parent, shall be undertaken jointly by the Parent and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company unless the Parent and Parent. (b) The the Company otherwise agree. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of May 26June 17, 2022 2005 between Parent and the Company (as it may be amended from time to time, the “"Confidentiality Agreement”) "), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Clean Team Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of . No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement and shall apply will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to all information furnished thereunder or hereunderthe obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsSubject to applicable Law, upon reasonable prior notice, the Company shall, and Partnership shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ Partnership’s officers, employees, agents, properties, Contractsbooks, books Contracts and records. The Company records and the Partnership shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant Parent’s Representatives such information concerning the its business, personnel, assets, liabilities and properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of request; provided that Parent and the Parent Subsidiaries, its Representatives shall conduct any such activities in each case, such a manner as the Company may reasonably request solely in connection not to interfere unreasonably with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party Partnership; provided, further, however, that the Partnership shall not be obligated to provide such access or any information if the Partnership determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation waive the protection of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of an attorney-client privilege, work product doctrine privilege or similar privilege. The Disclosing Party will use commercially reasonable efforts other legal privilege or expose the Partnership to make appropriate substitute risk of liability for disclosure arrangements under circumstances in which the restrictions of the preceding sentence applysensitive or personal information. Without limiting the generality 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 made pursuant to this 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 other provisions confidentiality agreement dated as of this Section 6.7 or anything November 5, 2020, by and between the GP Parent and a Parent Subsidiary (as may in the future be amended from time to the contrary in Section 6.15time, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent”). (b) The Parent shall not be deemed to violate any of its obligations under the Confidentiality Agreement dated as a result of May 26, 2022 between Parent and the Company (the “Confidentiality performing any of its obligations under this Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsSubject to Section 9.14, upon reasonable prior noticenotice and subject to applicable laws, each of IBTX and TCBI, for the Company purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of the Company their respective Subsidiaries to to, afford to Parent the officers, employees, accountants, counsel, advisors and Parent’s Representatives reasonable access other representatives of the other party, access, during normal business hours during the period prior to the Company or the Company Subsidiaries’ officersEffective Time, to all its properties, Contractsbooks, books contracts, commitments, personnel, information technology systems, and records. The Company , and each shall furnish promptly cooperate with the other party in preparing to Parent execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, each of IBTX and TCBI shall, and shall cause its respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”) received by other than reports or documents that IBTX or TCBI, as the Company from the SEC concerning compliance with securities Laws case may be, is not permitted to disclose under applicable law), and (ii) all other relevant information concerning the its business, properties and personnel as such party may reasonably request. Neither IBTX nor TCBI nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of IBTX’s or TCBI’s, as the case may be, customers, jeopardize the attorney-client privilege of the Company and institution in possession or control of such information (after giving due consideration to the Company Subsidiariesexistence of any common interest, in each casejoint defense or similar agreement between the parties) or contravene any law, as Parent may reasonably request in connection with rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Merger and date of this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement Each of IBTX and TCBI shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated as of May 26November 12, 2022 2019, between Parent IBTX and the Company TCBI (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the Clean Team Confidentiality other set forth herein. Nothing contained in this Agreement dated as shall give either party, directly or indirectly, the right to control or direct the operations of May 26the other party prior to the Effective Time. Prior to the Effective Time, 2022 between Parent each party shall exercise, consistent with the terms and the Company (the “Clean Team Agreement”) shall survive the execution and delivery conditions of this Agreement Agreement, complete control and shall apply to all information furnished thereunder or hereundersupervision over its and its Subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) From To the date hereof until extent permitted by applicable Law, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable 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 prior to the Effective Time or the earlier termination of this Agreement in accordance to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records, but only to the extent that such access does not unreasonably interfere with its terms, upon reasonable prior notice, the Company shall, and shall cause each business or operations of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access its Subsidiaries, and, during normal business hours to such period, the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal 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 and (iib) all other relevant information concerning the its and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsrequest; provided, upon reasonable prior noticehowever, Parent shall, and shall cause each of the Parent Subsidiaries to afford to that the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, to (or to cause any of its Subsidiaries to) so confer, grant afford such access if or furnish such copies or other information to the Disclosing Party reasonably determines extent that it doing so would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) 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 of any trade secrets, or (F) in a manner that does not result in a waiver loss of attorney-client privilege, work product doctrine or similar privilege). The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which Except for disclosures expressly permitted by the restrictions terms of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26December 7, 2022 2005 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Clean Team Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. The Confidentiality Agreement dated as shall survive any termination of May 26this Agreement. Notwithstanding the terms of the Confidentiality Agreement, 2022 between Parent and the Company (agree that until the “Clean Team Agreement”) shall survive earlier of the execution and delivery consummation of this Agreement or the six month anniversary of the date of the termination of this Agreement, as applicable, each party and its respective Subsidiaries shall apply not, without the other party’s prior written consent, directly or indirectly solicit for employment (other than through advertising in newspapers or periodicals of general circulation or recruiters’ searches, in each case not specifically directed at the other party’s employees) any executive officer of the other party or any other person currently employed by the other party or any of its Subsidiaries with whom it has contact or who is identified to all such party in connection with discussions between the parties in connection with entering into this Agreement. No investigation pursuant to this Section 5.02 or information furnished thereunder provided or hereunderreceived by any party hereto pursuant to this 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. (b) To the extent permitted by applicable Law, Parent shall afford to the Company and its Representatives reasonable access to Parent’s personnel and records (i) on a basis consistent with the Company’s access to such personnel and records prior to the date hereof in connection with the Company’s due diligence review of Parent and its Subsidiaries in connection with the transactions contemplated hereby and (ii) to the extent reasonably necessary for the Company to determine whether the conditions set forth in Section 6.03 are satisfied.

Access to Information; Confidentiality. (a) From the date hereof until of this Agreement to the earlier of the Effective Time or and the earlier valid termination of this Agreement in accordance with its terms, upon reasonable prior noticeArticle 7, the Company shall, and shall cause each of the Company its Subsidiaries to afford to: (i) provide to Parent and Parent’s Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, upon prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company Subsidiaries’ officersand each of its Subsidiaries and to the books and records thereof and (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning the business, properties, Contracts, books assets and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request; provided, however, that the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, to (or to cause any of its Subsidiaries to, grant ) afford such access if or furnish such information to the Disclosing Party reasonably determines extent that it would the Company believes that doing so would: (A) disrupt result in the loss of attorney-client privilege (but the Company shall use its commercially reasonable efforts to allow for such access or impair disclosure in any material respect the business or operations a manner that does not result in a loss of the Disclosing Party or any of its Subsidiariesattorney-client privilege), (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secretssecrets of third parties or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will but the Company shall use its commercially reasonable efforts to make appropriate substitute obtain the consent of any third party to such Contract to permit disclosure arrangements under circumstances or inspection by Parent), (C) breach, contravene or violate any applicable Law or (D) result in which the restrictions disclosure of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be materials provided to the outside legal counsel Company Board or resolutions or minutes of the other PartyCompany Board, or subject in each case, that were provide to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement Board in connection with its consideration of the Merger or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentsale process. (b) The Confidentiality Agreement Agreement, dated October 14, 2019, as of May 26amended November 24, 2022 2019, by and between Parent and the Company and Parent (the “Confidentiality Agreement”) ), shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and their Representatives. Prior to the Clean Team Confidentiality Agreement dated as Closing, each of May 26, 2022 between Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other than members of the Company’s senior leadership team), customers, suppliers, distributors of the Company (the “Clean Team Agreement”) shall survive the execution and delivery of its Subsidiaries, or, except as required pursuant to Section 5.4, any Governmental Entity, regarding this Agreement and or the Transactions without the prior written consent of the Company, which consent shall apply to all information furnished thereunder not be unreasonably withheld, conditioned or hereunderdelayed.

Access to Information; Confidentiality. (a) From the date hereof until through the Effective Time or the earlier termination of this Agreement in accordance with its termsTime, upon reasonable prior noticenotice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records (electronic or otherwise), officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law or consistent with such privilege and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. In addition, the Company shall, and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent (ia) a copy of each material report, schedule schedule, registration statement and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of with any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws Governmental Entity and (iib) all other relevant information concerning the business, properties and personnel of internal or external reports prepared by it and/or its Subsidiaries in the Company and the Company Subsidiaries, in each case, as ordinary course that are reasonably required by Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries promptly after such reports are made available to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employeespersonnel. Parent shall furnish promptly hold any such information in confidence to the Company all relevant information concerning the businessextent required by, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separationaccordance with, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense letter agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26September 3, 2022 2007, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ). Any investigation by Parent or the Purchaser shall not affect, and shall not be deemed to modify, any of the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent representations and warranties made by the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderherein.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to will afford to Parent VIALOG and Parent’s the Representatives reasonable of VIALOG full access during normal business hours throughout the period prior to the Company or the Company Effective Time to all of its (and its Subsidiaries’ officers, ') properties, Contractsbooks, books contracts, commitments and records. The Company shall records (including without limitation Tax Returns) and, during such period, will furnish promptly to Parent upon request (i) a copy of each report, schedule and other document filed or submitted received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and a copy other sources of any communication (including “comment letters”) received financial information processed or controlled by the Company from or its accountants deemed by the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning Accountants necessary or useful for the business, properties and personnel purpose of performing an audit of the Company and the Company Subsidiariesand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in each caseeither case for inclusion in or in support of the Registration Statement, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold, in strict confidence all non-public documents and information furnished (whether prior or subsequent hereto) to VIALOG or to the Company, as Parent the case may reasonably request be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG 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, VIALOG and the Company will 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 this Agreement. From the date hereof until the Effective Time Transactions and will not retain any copies, extracts or the earlier termination other reproductions in whole or in part of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, such written material other than one copy thereof which will be delivered to independent counsel for such party. (c) The Company and shall cause each of the Parent Subsidiaries to afford to VIALOG acknowledge that the Company and the Company’s Representatives reasonable access during normal business hours to Parent VIALOG executed one or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separationmore Confidential Disclosure Agreements (collectively, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder."Confidentiality

Access to Information; Confidentiality. (a) From During the period from the date hereof of this Agreement through the earlier of the 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 Effective Time earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, upon reasonable 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 noticeconsent 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, dated June 20, 2016, by and between Seller and Purchaser (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company shall, terms and shall cause each provisions of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to Confidentiality Agreement shall survive the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each the terms therein. In the event of the Parent Subsidiaries termination of this Agreement for any reason, Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all confidential information. (c) Each party agrees to afford provide the other party with reasonable access to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely of the other party related to the SpinCo BusinessBusiness for periods on or prior to the Closing Date after the Closing Date for the purpose of preparing Tax Returns, SpinCo Assetsdefending claims or other reasonable business purposes. Without limitation, SpinCo after the 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 SpinCo Employeespotential 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. Parent shall furnish promptly Subject to the Company all relevant 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 the books, records or other information concerning described in this Section 5.3(c) without first offering in writing to surrender such books, records and other information to Seller, and (y) Seller shall not, nor shall it permit its Affiliates to, destroy or otherwise dispose of any of the businessbooks, properties records or other information described in this Section 5.3(c) without first offering in writing to surrender such books, records and personnel of Parent and the Parent Subsidiaries, in each caseother information to Purchaser. Seller or Purchaser, as the Company may reasonably request solely applicable, shall have thirty (30) days after such offer to agree in connection with the Separationwriting to take possession of such books, the Distribution and this Agreementrecords or other information. Notwithstanding the foregoing provisions of this Section 6.7(a5.3(c), while the Company existence of an adversarial proceeding between the parties will not abrogate or Parentsuspend 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. (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (Ad) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which perform or cause to be performed prior to Closing (or if not prior to Closing, within twenty four (24) hours following the restrictions Closing Date), a heavy inventory cycle count and a physical inventory of up to 70% of the preceding sentence apply. Without limiting existing inventory, by dollar value, in each case with respect to the generality inventory of the other provisions 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 this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement Seller's facility and shall apply be conducted in a manner not to all materially interfere with Seller's day-to-day operations and (ii) Seller shall provide Purchaser and its representatives with such access and information furnished thereunder as may be needed in order for Purchaser or hereunderits representatives to perform such activities. Representatives from each party shall have a right to be present during such activities.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to, afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the Company or earlier of the Company Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ officers, properties, Contracts, books and records. The records and to those employees and Representatives of the Company to whom Parent requests access, and, during such period, the Company shall furnish to Parent, as promptly to Parent (i) a copy of each reportas reasonably practicable, schedule all financial, operating and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws data and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the its and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreementrequest. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, neither the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause nor any of its Subsidiaries to, grant such shall be required to provide access if to or disclose information where the Disclosing Party Company reasonably determines that it such access or disclosure would (A) disrupt or impair in any material respect jeopardize the business or operations attorney-client privilege of the Disclosing Party Company or any of its Subsidiaries, Subsidiaries or conflict with or violate any Law (Bincluding antitrust Laws) constitute a violation of or any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party Company or any of its Subsidiaries is a partyparty (provided that the Company shall in such event use reasonable best efforts to avoid such constraints on disclosure, (C) constitute including entering into a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 joint defense agreement in customary form). No investigation or any COVID-19 Measures, (E) result in the disclosure of any trade secretsaccess permitted, or (F) result in a waiver of attorney-client privilegeknowledge obtained, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts pursuant to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 7.01 shall affect or anything be deemed to the contrary in Section 6.15modify any representation, the Disclosing Partywarranty, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, covenant or subject to such other similar restrictions mutually agreed to agreement made by the Company hereunder or otherwise prejudice in any way the rights and remedies of Parent 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 subject to any amendment, supplement or other modification to agreements made by the Company in this Agreement. Except for disclosures expressly permitted by the Confidentiality Agreement, Parent shall, in accordance with the Clean Team Agreement 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 additional confidentiality or joint defense agreement between indirectly received from the Company and Parentor its Representatives. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From The parties hereby agree that from and after the date hereof until Closing, except as would have been permitted under the Effective Time or terms of the earlier termination Confidential Disclosure Agreement, dated as of this Agreement in accordance with its termsNovember 7, upon reasonable prior notice2019, between Parent and Buyer (the Company “Confidentiality Agreement”), (i) Buyer shall, and shall cause each of its officers, directors, employees, representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the Company Subsidiaries to afford discussions and negotiations between the parties regarding this Agreement and the Ancillary Agreements, and the transactions contemplated hereby and thereby and all confidential information relating to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or Excluded Businesses, the Company Subsidiaries’ officersExcluded Assets and the Excluded Liabilities, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries its officers, directors, employees, representatives and Affiliates to, treat and hold as confidential, and not disclose to afford any Person, information related to the Company discussions and negotiations between the parties regarding this Agreement and the Company’s Representatives reasonable access during normal business hours Ancillary Agreements, and the transactions contemplated hereby and thereby and all confidential information relating to Parent or Buyer, the Parent Subsidiaries’ officersPurchased Assets and the Business. If this Agreement is, propertiesfor any reason, Contracts, books and records in each case relating solely terminated prior to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the SeparationClosing, the Distribution Confidentiality Agreement shall nonetheless continue in full force and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair effect in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation accordance with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentterms. (b) The Buyer acknowledges and agrees that any Confidential Information (as defined in the Confidentiality Agreement) provided to Buyer pursuant to this Agreement dated as or otherwise by or on behalf of May 26Parent or any officer, 2022 between director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and conditions of the Confidentiality Agreement. (c) After the Closing Date, Parent shall (and shall cause its Affiliates to) afford to Buyer and its advisors, upon reasonable notice, reasonable access, during normal business hours, to the Books, Records and Files (including accountants’ work papers) relating to the Business for periods up to and including the Closing Date that are retained by Parent and its Affiliates pursuant to the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery terms of this Agreement (and shall permit such Persons to examine and copy such books and records to the extent reasonably requested by such party) and Parent shall cause its advisors to furnish, at Parent’s sole cost and expense, such information as may be reasonably requested by Buyer or its advisors in connection with financial reporting matters and other similar business purposes; provided, that nothing in this Section 5.02(c) shall require Parent or any of its Affiliates or advisors to furnish to Buyer or its advisors any materials prepared by Parent’s financial or legal advisors that are subject to an attorney-client privilege or an attorney work-product privilege or which may not be disclosed pursuant to a protective order; provided, further, that this Section 5.02(c) shall not apply to any Seller Services, as defined in the Transition Services Agreement, for which the terms and conditions of the Transition Services Agreement shall control. Parent shall, and shall cause its Affiliates to, maintain all information furnished thereunder such Books, Records and Files, and shall not destroy or hereunderdispose of any such Books, Records and Files, until the sixth (6th) anniversary of the Closing Date. (d) After the Closing Date, Buyer shall (and shall cause its Affiliates to) afford to Parent and its advisors, upon reasonable notice, reasonable access, during normal business hours, to the Books, Records and Files (including accountants’ work papers) relating to the Business for periods up to and including the Closing Date that are conveyed to, and held by, Buyer and its Affiliates on and after the Closing Date pursuant to the terms of this Agreement (and shall permit such Persons to examine and copy such books and records to the extent reasonably requested by such party); provided, that nothing in this Section 5.02(d) shall require Buyer or any of its Affiliates or advisors to furnish to Parent or its advisors any materials prepared by Buyer’s financial or legal advisors that are subject to an attorney-client privilege or an attorney work-product privilege or which may not be disclosed pursuant to a protective order. Buyer shall, and shall cause its Affiliates to, maintain all such Books, Records and Files, and shall not destroy or dispose of any such Books, Records and Files, until the sixth (6th) anniversary of the Closing Date.

Access to Information; Confidentiality. (a) From During the date hereof until Interim Period, to the Effective Time or the earlier termination of this Agreement in accordance with its termsextent permitted by applicable Law and contracts, upon reasonable prior notice, the Company each Party shall, and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to to, (i) furnish the Company or Parent, as applicable, with such financial and operating data and other information with respect to the Company Subsidiaries’ officersbusiness, properties, Contractsoffices, books and records. The Company shall furnish promptly to Parent (i) a copy of each reportbooks, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the businesscontracts, properties records and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time Subsidiaries or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each caseas applicable, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable applicable, may from time to time reasonably request, and (ii) with respect to the “Disclosing Party”)Company and the Company Subsidiaries and subject to the terms of the Company Leases, facilitate reasonable access for Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties; provided, however, that no investigation pursuant to this Section 7.6 shall not affect or be deemed to modify any of the representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required to, by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would disclose information (A) disrupt that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or impair entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Parent, as applicable, has used commercially reasonable efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any material respect the business Law or operations legal duty of the Disclosing Party or any of its SubsidiariesRepresentatives (provided, (B) constitute a violation of any Contract with respect to confidentiality however, that the Company or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of Parent, as applicable, shall use its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements under circumstances to permit reasonable disclosure that does not result in which a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its Subsidiaries’, business or operations; provided, however, that the restrictions Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Notwithstanding the foregoing, access pursuant to this Section 7.6 shall not include the right to perform environmental testing of any kind (including any invasive environmental testing) without the prior written consent of the preceding sentence applyCompany (such consent not to be unreasonably withheld, conditioned or delayed for any environmental testing that is non-invasive). Without limiting Each of the generality Company and Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other provisions Party that may result from the requests for access, data and information hereunder. Prior to the Company Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall direct their respective Representatives and Affiliates not to, contact or otherwise communicate (for the avoidance of doubt, other than any public communications otherwise permitted by this Section 6.7 Agreement) with parties with which such Party knows the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the foregoing or anything else in this Agreement or in the Confidentiality Agreement to the contrary in Section 6.15contrary, the Disclosing Party, after consultation a Party and its respective Representatives and Affiliates may contact or otherwise communicate with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel parties without any consent of the other Party, Party (I) in pursuing its own business activities (operating in the ordinary course) or subject to such other similar restrictions mutually agreed to (II) in connection with the activities contemplated by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentSection 7.18. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and Prior to the Company (Merger Effective Time, each of the “Company and Parent shall hold, and will cause its respective Representatives and Affiliates to hold any nonpublic information exchanged pursuant to this Section 7.6 in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement”) , which shall remain in full force and effect pursuant to the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive terms thereof notwithstanding the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderthe termination thereof.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to afford to Parent Subsidiary and Parent’s the Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company SubsidiariesSubsidiary to, in each caseafford to Parent, as Parent may reasonably request in connection with the Merger Sub and this Agreement. From their respective Representatives reasonable access upon reasonable advance notice and during normal business hours from the date hereof until through the Effective Time to its officers, employees, agents, properties, facilities, books, records, Contracts and other assets and shall promptly furnish to Parent, Merger Sub and their respective Representatives all financial, operating and other data and information as such Persons may from time to time reasonably request. Parent and Merger Sub shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the earlier termination Company and without significant interference to Company’s operations or properties. The Company shall instruct its Representatives to cooperate with Parent and Merger Sub in their investigation of the Company and the Company Subsidiary. All access and investigations pursuant to this Section 7.7(a) shall be conducted at Parent’s expense and under the supervision of appropriate personnel of the Company and in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiary. 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) The provisions of the Confidentiality Agreement shall remain in full force and effect in accordance with its terms, upon reasonable prior notice, Parent shall, and . (c) Nothing herein shall cause each of the Parent Subsidiaries to afford to require the Company and to disclose any information to Parent if such disclosure would, in the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable discretion (the “Disclosing Party”), shall not be required to, or to cause i) jeopardize any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilegeother legal privilege (provided that the Company will nonetheless provide Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses) or (ii) contravene any applicable Law, fiduciary duty or binding Contract entered into prior to the date hereof, including any confidentiality agreement to which the Company or the Company Subsidiary is a party (provided that the Company shall use its commercially reasonable efforts to obtain the consent of any such Contract’s counterparty to such inspection or disclosure). The Disclosing Party Company and Parent will each use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or Time, to the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeextent permitted by applicable Law, the Company shall, and shall cause each of its Subsidiaries and the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, propertiesdirectors, Contractsemployees, books auditors and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel agents of the Company and its Subsidiaries to, afford the officers, employees and agents of Parent and Merger Sub complete access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries, in each caseand shall furnish Parent and Merger Sub with such financial, operating and other data and information as Parent or Merger Sub, through their officers, employees or agents, may reasonably request request. Any investigation pursuant to this Section shall be conducted in connection a manner as not to interfere unreasonably with the Merger conduct of the business of the Company or its Subsidiaries. (b) Parent and this Agreement. From the date hereof until Company shall continue to be bound by the Effective Time or Letter Agreement re: Confidentiality dated August 26, 2002 and the earlier Confidential Disclosure Agreement dated January 28, 2003 (the "Confidentiality Agreements"). (c) In the event of the termination of this Agreement in accordance with its terms, upon reasonable prior noticeSection 8.01, Parent and Merger Sub shall, and shall use their reasonable best efforts to cause each their respective affiliates and their respective officers, directors, employees and agents to, (i) return promptly every document furnished to them by the Company or its Subsidiaries, or any officer, director, employee, auditor or agent of the Parent Company or its Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the SeparationMerger and containing Proprietary Information (as defined in the Confidentiality Agreements) and all copies thereof in their possession, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries toother parties to whom such documents may have been furnished promptly to return such documents and all copies thereof, grant other than such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only may have been filed with the SEC or otherwise be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parentpublicly available, and subject (ii) destroy promptly all documents created by them from any Proprietary Information and all copies thereof in their possession, and cause any other parties to whom such documents may have been furnished to destroy promptly such documents and any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentcopies thereof. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause the date hereof until Company Subsidiaries to, afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the earlier termination of this Agreement in accordance with its termsto all their respective properties, upon reasonable prior noticebooks, Contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy such copies of each reportthe existing books, schedule records, Tax Returns and other document filed or submitted by it pursuant documents and information relating to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, Subsidiaries as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyrequest. Without limiting the generality of the other provisions foregoing, the Company shall, within two (2) Business Days of request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of Company Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). All information exchanged pursuant to this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents 7.02 shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, Agreement and the Clean Team Confidentiality Agreement or additional confidentiality or joint defense agreement between the Company shall remain in full force and Parenteffect in accordance with its terms. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent Notwithstanding the foregoing paragraph and the Company (the “Confidentiality Agreement”, any party to this Agreement (and each employee, agent or representative of the foregoing) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure except to the extent maintaining such confidentiality is necessary to comply with any applicable federal or state securities laws; provided, however, that such disclosure may not be made until the earlier of the date of the public announcement of discussions relating to the Transactions, the date of the public announcement of the Transactions, and the Clean Team Confidentiality Agreement dated as date of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderAgreement.

Access to Information; Confidentiality. (a) From Prior to the date hereof until Closing, with respect to the Effective Time SplitCo Business, SplitCo or the earlier termination of this Agreement in accordance with its termsSubsidiaries only, upon reasonable prior notice, the Company Liberty and SplitCo shall, and shall cause each of the Company their respective Subsidiaries to to, afford to Parent SiriusXM and ParentSiriusXM’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersall of their properties, propertiescommitments, books, Contracts, books records and records. The Company shall furnish promptly to Parent correspondence (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives as Parent SiriusXM may reasonably request with reasonable prior notice and Liberty and SplitCo shall furnish as soon as reasonably practicable to SiriusXM all information concerning the SplitCo Business, SplitCo or its Subsidiaries as SiriusXM may reasonably request, subject in all cases, to any bona fide concerns of loss of attorney-client privilege and attorney work product protections that Liberty and SplitCo may in their good faith judgment reasonably have and any restrictions contained in Contracts to which Liberty, SplitCo or any of their Subsidiaries is a party (it being understood that each of Liberty and SplitCo shall use its reasonable best efforts to provide any such information in a manner that does not result in such loss of privilege or protection or violation). SiriusXM and its Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the business of Liberty, SplitCo or any of their Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of Liberty, SplitCo or any of their respective Subsidiaries of their normal duties. From the date of this Agreement until the date that is five (5) years following the Closing Date or the termination of this Agreement pursuant to Article IX, SiriusXM shall, and shall cause its Subsidiaries and its and their respective Representatives to, hold in confidence any and all non-public or confidential information concerning Liberty, SplitCo and their respective Subsidiaries received pursuant to this Section 6.8(a) or otherwise in connection with this Agreement or the Transactions from or on behalf of Liberty, SplitCo or their respective Representatives; provided, however, that SiriusXM shall not be prevented from disclosing information (i) as required by applicable Law, (ii) which is or becomes generally available to the public other than as a result of a disclosure by SiriusXM, its Subsidiaries or their respective Representatives in breach of any confidentiality obligation with respect thereto, (iii) which has previously been publicly disclosed as contemplated by this Agreement or the other Transaction Agreements (including in connection with the Merger Prospectus / Proxy Statement or any other filings under applicable Exchange Act or stock market listing rules) or (iv) with respect to the SplitCo Business, SplitCo and SplitCo’s Subsidiaries from and after Closing. No investigation, or information received, pursuant to this Agreement. From Section 6.8(a) will modify any of the date hereof until representations and warranties of the Effective Time or parties hereto. (b) Prior to the earlier termination of this Agreement in accordance with its termsClosing, upon reasonable prior notice, Parent SiriusXM shall, and shall cause each of the Parent its Subsidiaries to to, afford to the Company Liberty, SplitCo and the Company’s their respective Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officersall of their properties, propertiescommitments, books, Contracts, books records and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives as the Company Liberty or SplitCo may reasonably request solely in connection with the Separation, the Distribution reasonable prior notice and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, SiriusXM shall furnish as applicable (the “Disclosing Party”), shall not be required to, or soon as reasonably practicable to cause any of Liberty and SplitCo all information concerning SiriusXM and its Subsidiaries toas Liberty and SplitCo may reasonably request, grant such access if the Disclosing Party subject in all cases, to any bona fide concerns of attorney-client privilege or attorney work product protections that SiriusXM may reasonably determines that it would (A) disrupt or impair have and any restrictions contained in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) Contracts to which the Disclosing Party SiriusXM or any of its Subsidiaries is a partyparty (it being understood that SiriusXM shall use its reasonable best efforts to provide any such information in a manner that does not result in such violation). Liberty, SplitCo and their respective Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the business of SiriusXM or any of its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of SiriusXM or any of its respective Subsidiaries of their normal duties. From the date of this Agreement until the date that is five (C5) constitute a violation years following the Closing Date or the termination of this Agreement pursuant to Article IX, Liberty shall, and shall cause its respective Subsidiaries (including SplitCo prior to the Split-Off Effective Time) and Representatives to, hold in confidence any and all non-public or confidential information concerning SiriusXM received pursuant to this Section 6.8(b) or otherwise in connection with this Agreement or the Transactions; provided, however, that Liberty and its Subsidiaries and Representatives shall not be prevented from disclosing information (i) as required by applicable Law, (Dii) not be reasonably feasible which is or becomes generally available to the public other than as a result of COVID-19 a disclosure by Liberty, its Subsidiaries or its Representatives in breach of any confidentiality obligation with respect thereto or (iii) which has previously been publicly disclosed as contemplated by this Agreement or the other Transaction Agreements (including in connection with the Prospectus / Proxy Statement or any COVID-19 Measures, (E) result in the disclosure of any trade secretsother filings under applicable Exchange Act or stock market listing rules). No investigation, or (Finformation received, pursuant to this Section 6.8(b) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions modify any of the preceding sentence apply. Without limiting the generality representations and warranties of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentparties hereto. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, propertiesdirectors, Contracts, books employees and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel agents of the Company and the Company Subsidiaries, in each caseto, as afford the officers, employees and agents of Parent may reasonably request in connection with the and Merger Sub, at their sole cost and this Agreement. From risk, reasonable access at all reasonable times from the date hereof until through the Effective Time Date to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the earlier termination of this Agreement in accordance with its termsright to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable prior noticenotice to the Company and without disruption or damage to Company's operations or properties. 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) Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, propertiesdirectors, Contracts, books employees and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel agents of Parent and the Parent Subsidiaries, in each caseto, afford the officers, employees and agents of the Company, at its sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish the Company all financial, operating and other data and information as the Company may reasonably request solely in connection with the Separationthrough its officers, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company employees or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counselagents, may reasonably designate competitively sensitive information request. The Company, at its sole cost and documents risk, shall have the right to make such due diligence investigations as “Outside Counsel Only Information,” the Company shall deem necessary or reasonable, upon reasonable notice to Parent and such information without disruption or damage to Parent's operations or properties. No additional investigations or disclosures shall affect Parent's representations and documents shall only be provided warranties contained herein, or limit or otherwise affect the remedies available to the outside legal counsel Company pursuant to this Agreement. (c) The provisions of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26February 16, 2022 2004, between Parent and the Company (the “"Company Confidentiality Agreement”") shall remain in full force and effect in accordance with its terms. The provisions of the Clean Team Confidentiality Agreement Agreement, dated as of May 26March 10, 2022 2004, between Parent and the Company and Parent (the “Clean Team "Parent Confidentiality Agreement”") shall survive the execution remain in full force and delivery of this Agreement and shall apply to all information furnished thereunder or hereundereffect in accordance with its terms.

Access to Information; Confidentiality. (a) From Subject to Section 6.3(b) and applicable Law, Crosstex will provide and will cause Crosstex’ Subsidiaries and its and their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to provide Devon and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the date hereof until offices, employees, customers, suppliers, properties, books and records of Crosstex and its Subsidiaries (so long as such access does not unreasonably interfere with the Effective Time operations of Crosstex) as Devon may reasonably request. Subject to applicable Law, Devon will provide and will cause Devon’s Subsidiaries and its and their respective Representatives to provide Crosstex and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, properties, books and records of the Midstream Group Entities (so long as such access does not unreasonably interfere with the operations of Devon or the earlier termination Midstream Group Entities) as Crosstex may reasonably request. No party shall have access to personnel records of the other party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in such other party’s good faith opinion the disclosure of which could subject such other party or any of its Subsidiaries to risk of liability. No party shall be permitted to conduct any sampling or analysis of any environmental media (including any soils, sediments, groundwater, surface water or atmosphere) or building materials at any facility of the other party or its Subsidiaries without the prior written consent of the other party, which may be granted or withheld in such other party’s sole discretion. (b) With respect to any information disclosed pursuant to this Agreement in accordance with its termsSection 6.3, upon reasonable prior notice, the Company shalleach of Devon and Crosstex shall comply with, and shall cause each of the Company Subsidiaries its Representatives to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officerscomply with, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries toobligations under the confidentiality agreement, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiariesdated July 19, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party2013, (C) constitute a violation of any applicable Lawpreviously executed by Devon, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information Crosstex and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company Crosstex MLP (the “Confidentiality Agreement”) and ). No party shall be required to provide access to or disclose any information where such access or disclosure would jeopardize any attorney-client privilege of such party or any Subsidiary of such party or contravene any Contract or Law (it being agreed that the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) parties shall survive the execution and delivery of this Agreement and shall apply use their respective reasonable best efforts to all cause such information furnished thereunder to be provided in a manner that would not result in such jeopardy or hereundercontravention).

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each its Subsidiaries to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, properties, books and records of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company its Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant furnish promptly such information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its Subsidiaries as Parent or its Representatives may reasonably request in connection with the Merger and this Agreementrequest. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent its Subsidiaries to afford to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, employees, properties, Contracts, books and records in each case relating solely to of the SpinCo BusinessParent Entities and their respective Subsidiaries, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall and (ii) furnish promptly to the Company all relevant such information concerning the business, properties Parent Entities and personnel of Parent and the Parent Subsidiaries, in each case, their respective Subsidiaries as the Company or its Representatives may reasonably request solely in connection with the Separation, the Distribution and this Agreementrequest. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, neither Parent nor the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant provide such access if the Disclosing Party it reasonably determines that it would (A) materially disrupt or impair in any material respect the business or operations of Parent or the Disclosing Party Company, as applicable, or any of its respective Subsidiaries, (B) constitute cause a violation of any Company Material Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a partyParent Material Contract, (C) constitute a violation of any applicable Law, Law or (D) not be reasonably feasible cause a material risk of disclosure of any information that in the reasonable judgment of Parent or the Company, as a result of COVID-19 or any COVID-19 Measuresapplicable, (E) would result in the disclosure of any trade secrets, secrets of third parties. Nothing herein shall require the Company or (F) Parent or any of their respective Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will privilege or violate any confidentiality obligation of such party existing as of the date of this Agreement (provided that such party shall use commercially reasonable best efforts to make appropriate substitute permit such disclosure arrangements under circumstances to be made in which a manner consistent with the restrictions protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). Notwithstanding the preceding sentence apply. Without limiting the generality of the other provisions of foregoing, no Company Response Action or Parent Response Action shall be deemed to violate or breach this Section 6.7 5.3 in any way or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents serve as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, a basis for Parent or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject or any of their respective Affiliates to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team terminate this Agreement or additional confidentiality or joint defense agreement between the Company and Parentassert that any condition in Article VI shall not have been satisfied. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (shall comply with, and shall use their reasonable best efforts to cause their respective Representatives to comply with, all of their respective obligations under the “Confidentiality Agreement”) and , with respect to the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of information disclosed under this Agreement and shall apply to all information furnished thereunder or hereunderSection 5.3.

Access to Information; Confidentiality. (a) From Prior to the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeClosing Date, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and to Parent’s Representatives reasonable access upon reasonable advance notice and during normal business hours to the Company or the Company Subsidiaries’ officersall their respective properties, propertiesassets, books, records, Contracts, books Permits, documents, information, directors, officers and records. The Company shall furnish promptly to Parent (i) a copy of each reportemployees, schedule and other document filed or submitted by it pursuant but only to the requirements of federal extent that such access does not unreasonably interfere with the business 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 and (ii) all other relevant information concerning the business, properties and personnel operations of the Company and its Subsidiaries, and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the its Subsidiaries to, furnish to Parent Subsidiaries to afford to any information concerning its business, assets, liabilities, employees and other aspects of the Company and its Subsidiaries as Parent may reasonably request, including information concerning the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely compliance with its obligations under clause (A) of Section 6.1(a) related to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to development of subcutaneous and low-volume intravenous formulations of Cinryze (and the Company all relevant information concerning the businessshall keep Parent reasonably informed on a reasonably current basis, properties and personnel of Parent and the Parent Subsidiariesconsider in good faith Parent’s views, in each casewith respect thereto); provided, as however, that the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, to (or to cause any of its Subsidiaries to, grant ) afford such access if or furnish such information to the Disclosing Party reasonably determines extent that it doing so is restricted under applicable Law or otherwise would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the loss of attorney-client privilege (provided, that the Company shall use its reasonable efforts to allow for such access or disclosure of any trade secrets, or (F) in a manner that does not result in a waiver loss of attorney-client privilege, work product doctrine ) or is restricted pursuant to any confidentiality agreement or similar privilege. The Disclosing Party will agreement or arrangement to which the Company or any Company Subsidiary is a party (which such person shall use commercially reasonable efforts to make appropriate substitute cause such counterparty thereto to waive) and provided, further, that any such access or disclosure arrangements under circumstances in which shall be conducted at Parent’s expense during normal business hours and shall be subject to supervision by the restrictions of Company’s or the preceding sentence applyapplicable Subsidiary’s personnel. Without limiting the generality of the other provisions of this Section 6.7 or Notwithstanding anything to the contrary in Section 6.15herein, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information (i) Parent and documents as “Outside Counsel Only Information,” and such information and documents Merger Sub shall only not be provided permitted prior to the outside legal counsel Closing Date to contact any of the Company’s or its Subsidiaries’ vendors, customers, suppliers, contract counterparties, joint venture partners or, other Partythan as expressly contemplated by this Agreement, or subject to such other similar restrictions mutually agreed to by Governmental Entities regarding the operations of the Company or its Subsidiaries without receiving the prior written consent of the Company, which will not be unreasonably withheld and Parent, and subject to any amendment, supplement or other modification (ii) prior to the Confidentiality AgreementClosing Date, Parent and Merger Sub shall not have the Clean Team Agreement right to conduct any environmental testing, sampling or additional confidentiality analysis at, on, under or joint defense agreement between from any real property of the Company and Parentor its Subsidiaries. (b) The Confidentiality Agreement dated as of May 26Parent will hold, 2022 between Parent and will direct its Representatives to hold, any and all information received from the Company (confidential in accordance with the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to afford to Parent Acquiror and Parent’s its Representatives reasonable full access during normal business hours throughout the period prior to the Company or Effective Time to all of the Company Company's (and its Subsidiaries’ officers, ') properties, Contractsbooks, books contracts, commitments and records. The Company records (including without limitation Tax Returns) and, during such period, shall furnish promptly to Parent 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 and its Subsidiaries and certifying financial statements and financial information, and (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 submitted received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws 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, operations, properties, prospects, personnel, condition, (financial or other), or results of operations. The Company and a copy Acquiror acknowledge that they have heretofore executed confidentiality agreements, dated April 14, 1997 and July 16, 1997 (the "Confidentiality Agreements"), which separately and as incorporated herein shall remain in full force and effect after and notwithstanding the execution and delivery of any communication (including “comment letters”) received this Agreement, and that information obtained from the Company by Acquiror or its Representatives or by the Company or its Representatives from Acquiror, pursuant to this Section 5.1(a), the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning Confidentiality Agreements or otherwise, shall be subject to the business, properties and personnel provisions of the Company Confidentiality Agreements. (b) Subject to the terms and conditions the Confidentiality Agreements, Acquiror and the Company Subsidiariesmay 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, in Acquiror and the Company shall each case, as Parent may reasonably request 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 this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, Transactions and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officersnot retain any copies, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement extracts or other modification reproductions in whole or in part of such written material other than one copy thereof which shall be delivered to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentindependent counsel for such party. (bc) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) No investigation pursuant to this Section 5.1 shall survive the execution and delivery of affect any representation or warranty in this Agreement and shall apply of any Party hereto or any condition to all information furnished thereunder or hereunderthe obligations of the Parties hereto.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or Date and the earlier termination of this Agreement in accordance with its termsAgreement, upon reasonable prior notice, the Company PCS shall, and shall cause each of its Subsidiaries and Representatives to, subject to all applicable Laws and any confidentiality obligations owed by PCS to a third party or in respect to customer specific or competitively sensitive information and in accordance with the Company Subsidiaries to Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, afford to Parent Agrium and Parent’s the Representatives of Agrium reasonable access during normal business hours at all reasonable times to the Company or the Company Subsidiaries’ their officers, employees, agents, properties, Contractsbooks, books records and records. The Company contracts, and shall furnish promptly Agrium with all data and information as Agrium may reasonably request, subject to Parent (i) any confidentiality obligations owed by PCS to a copy third party or in respect to customer specific or competitively sensitive information, the conditions contained in the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, in order to permit Agrium to be in a position to expeditiously and efficiently integrate the businesses and operations of each report, schedule Agrium and other document filed or submitted by it pursuant PCS immediately upon but not prior to the requirements of federal or state securities Laws and a copy of any communication Effective Date. (including “comment letters”b) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the earlier of the Effective Time or Date and the earlier termination of this Agreement in accordance with its termsAgreement, upon reasonable prior notice, Parent Agrium shall, and shall cause each of the Parent its Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or subject to cause all applicable Laws and any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing owed by Agrium to a third party (including any Governmental Entity) or in respect to which the Disclosing Party customer specific or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” in accordance with the Confidentiality Agreement and such information any other subsequent written agreement that addresses confidentiality between the Parties, afford to PCS and documents shall only be provided to the outside legal counsel Representatives of the other PartyPCS reasonable access at all reasonable times to their officers, or subject to such other similar restrictions mutually agreed to by the Company employees, agents, properties, books, records and Parentcontracts, and shall furnish PCS with all data and information as PCS may reasonably request, subject to any amendmentconfidentiality obligations owed by Agrium to a third party or in respect to customer specific or competitively sensitive information, supplement or the conditions contained in the Confidentiality Agreement and any other modification subsequent written agreement that addresses confidentiality between the Parties, in order to permit PCS to be in a position to expeditiously and efficiently integrate the businesses and operations of Agrium and PCS immediately upon but not prior to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentEffective Date. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From During the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticePre-Closing Period, the Company shallshall afford, and shall cause each the officers, directors and employees of the Company and its Subsidiaries to afford to afford, the officers, employees and agents of Parent and Parent’s Representatives Merger Sub reasonable access during normal business hours hours, to the Company or the Company Subsidiaries’ officers, employees, properties, Contractsfacilities, books books, records, correspondence (in each case, whether in physical or electronic form), contracts and records. The other assets of the Company and its Subsidiaries as Parent shall reasonably request as long as such access does not interfere with the conduct of the Company’s business, and shall promptly furnish promptly to Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 laws with respect to matters unrelated to the Transactions; and (ii) all other relevant information concerning the its business, properties and personnel personnel, in each case (A) as Parent through its officers, employees or agents may reasonably request; (B) that are in the possession, custody or control of the Company; and (C) the disclosure of which would not (x) violate any Law or Judgment or any confidentiality obligation of the Company and the Company Subsidiariesif, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination case of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries confidentiality obligations to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)third parties, the Company or Parent, as applicable (shall have used commercially reasonable efforts to obtain the “Disclosing Party”), shall not be required to, or to cause any consent of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (Fy) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party Parent, Merger Sub and their respective officers, employees and agents will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and hold any such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to that is non-public in confidence in accordance with the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The provisions of the Confidentiality Agreement dated as of May 26June 14, 2022 2016 between Parent and the Company (the “Confidentiality Agreement”) shall remain in full force and effect in accordance with its terms until the Clean Team Effective Time, at which time the Confidentiality Agreement dated as of May 26shall automatically terminate without further action, 2022 between Parent and except that the Company (the “Clean Team Agreement”) standstill restrictions contained therein shall survive terminate immediately upon the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderAgreement.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to Applicable Laws relating to the date hereof until the Effective Time or the earlier termination exchange of this Agreement in accordance with its terms, upon reasonable prior noticeinformation, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Acquirer Parties access, for the purpose of preparing for the integration of the operations of the Company Subsidiaries to afford to and Parent and Parent’s Representatives reasonable access the Merger and other matters contemplated by this Agreement, including the Financing, during normal business hours during the period prior to the Company or Effective Time, to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries’ officers, propertiesand, Contractsduring such period, books the Company shall, and records. The Company shall furnish promptly cause its Subsidiaries to, make available to Parent the Acquirer Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of the federal securities Laws or federal or state securities banking, mortgage lending, real estate or consumer finance or protection Laws and a copy of any communication (including “comment letters”) received by other than reports or documents which the Company from the SEC concerning compliance with securities Laws is not permitted to disclose under Applicable Law or that are publicly filed) and (ii) all other relevant information concerning the its business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with for the purpose of preparing for the integration of the operations of the Company and Parent and the Merger and other matters contemplated by this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to Neither the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause nor any of its Subsidiaries to, grant shall be required to provide access to or to disclose information where such access if the Disclosing Party reasonably determines that it or disclosure would (A) disrupt or impair in jeopardize any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine violate any contract or similar privilege. The Disclosing Party agreement or contravene any Law; and in any such event, the parties hereto will use commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which arrangements. (b) All information and materials provided pursuant to this Agreement shall be subject to the restrictions confidentiality provisions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by Confidentiality Agreement entered into between the Company and Parent, and subject to any amendmentdated March 17, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company 2017 (the “Confidentiality Agreement”). (c) and No investigation by any of the Clean Team Confidentiality Agreement dated as parties or their respective representatives shall constitute a waiver of May 26or otherwise affect the representations, 2022 between Parent and warranties, covenants or agreements of the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderothers set forth herein.

Access to Information; Confidentiality. (a) From Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the earlier termination of date on which this Agreement is terminated in accordance with its terms, upon reasonable prior notice, the Company shall, and Parent shall cause each of the Company Subsidiaries to afford to Parent the other party and Parent’s its Representatives reasonable access during normal business hours to the Company Company’s or the Company Subsidiaries’ officersParent’s, as applicable, properties, Contractsbooks, books Contracts and records. The records and the Company and Parent shall furnish promptly to Parent the other party such information concerning its business and properties as such party may reasonably request (i) a copy of each report, schedule and other than any publicly available document filed or submitted by it pursuant to the requirements of federal or state securities Laws Laws); provided that the Company, Parent and their respective Representatives shall conduct any such activities in such a copy manner as not to interfere unreasonably with the business or operations of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws other party; and (ii) all other relevant information concerning the businessprovided, properties and personnel of further, that the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly not be obligated to the Company all relevant provide such access or information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), if the Company or Parent, as applicable, determines, in its reasonable judgment, that doing so would violate applicable (the “Disclosing Party”), shall not be required to, Law or to cause any a Contract or obligation of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third third-party (including any Governmental Entity) to which provided that the Disclosing Party Company or any of its Subsidiaries is a partyParent, (C) constitute a violation of any applicable Lawas applicable, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which obtain any consents of third parties that are necessary to allow such information to be disclosed to the restrictions other) or jeopardize the protection of the preceding sentence apply. Without limiting attorney-client privilege (provided that the generality Company or Parent, as applicable, shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in loss of the other provisions of this Section 6.7 or anything attorney-client privilege). Until the Effective Time, the information provided will be subject to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel terms of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26December 12, 2022 2012, between Parent and the Company (the “Confidentiality Agreement”), 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 for any purpose unrelated to the consummation of the Transactions. No investigation shall affect the Company’s, Parent’s or Merger Sub’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent, Merger Sub or the Company pursuant to this Agreement. (b) The Company and Parent acknowledge and agree that each (i) had an opportunity to discuss the business of other party with the management of the other party, (ii) has had access to the books and records, facilities, contracts and other assets of the other party which it and its affiliates have requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the other party and (iv) has conducted its own independent investigation of the other party, its businesses and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderTransactions.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration and transition planning activities with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date hereof until Company during the period prior to the Effective Time or the earlier termination of this Agreement in accordance to all its and its Subsidiaries’ properties, books, Contracts, personnel and records but only to the extent that such access is not prohibited by applicable Legal Provisions and does not unreasonably interfere with its terms, upon reasonable prior notice, the Company shall, and shall cause each business or operations of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access its Subsidiaries, and, during normal business hours to such period, the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it after the date of this Agreement pursuant to the requirements of federal Federal or state securities Laws and laws, other than any such report, schedule, registration statement or other document that is available in unredacted form on ▇▇▇▇▇, (b) a copy of each correspondence or written communication, other than immaterial correspondence and written communication, with any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws United States Federal or state Governmental Entity and (iic) all other relevant information concerning the its and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsrequest; provided, upon reasonable prior noticehowever, Parent shall, and shall cause each of the Parent Subsidiaries to afford to that the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, to (or to cause any of its Subsidiaries to, grant ) afford such access if or furnish such copies or other information to the Disclosing Party reasonably determines extent that it doing so would (A) disrupt or impair result in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect applicable Legal Provisions or the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to confidentiality allow for such access or non-disclosure obligations owing to in a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute manner that does not result in a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 Legal Provisions or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver loss of attorney-client privilege, work product doctrine or similar privilege). The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to Except for disclosures expressly permitted by the Company and Parent, and subject to any amendment, supplement or other modification to terms of the Confidentiality Agreement, Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Clean Team Agreement Company, directly or additional confidentiality or joint defense agreement between indirectly, in confidence in accordance with the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply otherwise comply with the Confidentiality Agreement with respect to all such information. No investigation pursuant to this Section 6.02 or information furnished thereunder provided or hereunderreceived by any party hereto pursuant to this 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.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof until Company shall (and shall cause each of its Consolidated Subsidiaries to) afford reasonable access to Parent’s and Parent External Adviser’s Representatives, in a manner not disruptive to the operations of the business of the Company and its Subsidiaries (including any member of the Subsidiary Adviser Group), during normal business hours and upon reasonable notice throughout the period prior to the Company Merger Effective Time (or until the earlier termination of this Agreement in accordance with its termsAgreement), upon reasonable prior noticeto the personnel, advisors, properties, books and records of the Company shalland its Consolidated Subsidiaries and, during such period, shall (and shall cause each of the Company its Consolidated Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall to) furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) such Representatives all other relevant information concerning the business, properties and personnel of the Company and its Consolidated Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Consolidated Subsidiaries to disclose any information to Parent, Parent External Adviser or Acquisition 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 (including any member of the Subsidiary Adviser Group) is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, that nothing herein shall authorize Parent, Parent External Adviser or their respective Representatives to undertake any environmental testing involving sampling of soil, groundwater, or similar invasive techniques at any of the Company’s (or its Subsidiaries’ (including any member of the Subsidiary Adviser Group’s)) properties. No investigation or access permitted pursuant to this Section 5.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. The Company Confidentiality Agreement shall apply with respect to information furnished by the Company, its Consolidated Subsidiaries and the Company’s officers, employees and other Representatives hereunder. (b) Upon reasonable notice, Parent shall (and shall cause each of its Consolidated Subsidiaries and Acquisition Sub to) afford to Representatives of the Company reasonable access, in a manner not disruptive to the operations of the business of Parent and its Subsidiaries, in each case, as Parent may reasonably request in connection with during normal business hours and upon reasonable notice throughout the period prior to the Company Merger and this Agreement. From the date hereof until the Effective Time (or until the earlier termination of this Agreement in accordance with Agreement), to the personnel, advisors, properties, books and records of Parent and its termsConsolidated Subsidiaries and, upon reasonable prior noticeduring such period, Parent shall, shall (and shall cause each of the Parent its Consolidated Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall to) furnish promptly to the Company such Representatives all relevant information concerning the business, properties and personnel of Parent and the Parent its Consolidated Subsidiaries, in each caseand to provide copies thereof, as the Company may reasonably request solely in connection with the Separationbe requested; provided, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)however, the Company or Parent, as applicable (the “Disclosing Party”), that nothing herein shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party require Parent or any of its SubsidiariesConsolidated Subsidiaries to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (Bi) constitute a violation violate Applicable Law or the provisions of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) agreement to which the Disclosing Party Parent or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, party or (Fii) result in a waiver of jeopardize any attorney-client or other legal privilege; provided, work product doctrine further, that nothing herein shall authorize the Company or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, or similar privilegeinvasive techniques at any of Parent’s (or its Subsidiaries’) properties. No investigation or access permitted pursuant to this Section 5.5(b) shall affect or be deemed to modify any representation or warranty made by Parent or Acquisition Sub hereunder. The Disclosing Party will use commercially reasonable efforts Parent Confidentiality Agreement shall apply with respect to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15information furnished by Parent, the Disclosing Partyits Consolidated Subsidiaries, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company Acquisition Sub and Parent’s officers, employees and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or Representatives hereunder.

Access to Information; Confidentiality. (a) From Between the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeand the Closing Date, the Company shall, and Sellers shall cause each of the Company and its Subsidiaries to afford to Parent the Buyer and Parent’s Representatives its authorized representatives (including its accountants, financial advisors and legal counsel) reasonable access during normal business hours to all of the Company or the Company Subsidiaries’ officersproperties, propertiespersonnel, Contracts, books and records. The records of the Company and its Subsidiaries and shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed deliver or submitted by it pursuant make available to 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 and (ii) all other relevant Buyer information concerning the business, properties properties, assets and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company Buyer may from time to time reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent.request; (b) The Buyer shall hold, and shall cause its authorized representatives (including its accountants, financial advisors and legal counsel) to hold, all material subject to the Confidentiality Agreement dated as of May 26February 12, 2022 1998, between Parent MI and the Company Buyer (the “"Confidentiality Agreement”") and in ------------------------- confidence in accordance with the Clean Team terms of the Confidentiality Agreement dated as and, in the event of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery termination of this Agreement for any reason, the Buyer promptly shall return or destroy all such material in accordance with the terms of the Confidentiality Agreement; (c) After the Closing, the Sellers and their respective Affiliates will and will cause their respective representatives to treat any data and information related to the Company and/or its Subsidiaries and the Business confidentially and with commercially reasonable care and discretion, and will not disclose any such information to third parties; provided, however, that the -------- ------- foregoing shall not apply to all (i) information furnished thereunder in the public domain or hereunderthat becomes public through disclosure by a party other than Sellers or any of their respective Affiliates or any of their respective representatives, so long as such other party is not in breach of a confidentiality obligation to the Buyer and (ii) information that may be required to be disclosed by Applicable Law. (d) In the event that either a Seller or the Buyer, as the case may be, is required, by subpoena or other legal process, in any action or proceeding to disclose any such confidential information or material referred to in this Section, such party will give the other party prompt notice of such request so that such other party may seek an appropriate protective order or other confidential treatment of such information and will cooperate with such other party in obtaining such treatment; and (e) Each of the parties acknowledges and agrees that in the event of any breach of Section 6.2, money damages would not be an adequate remedy to the Buyer, on the one hand, or the Sellers, on the other, for such breach and, even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the damages sustained by the Buyer, on the one hand, or the Sellers, on the other, therefrom. Accordingly, if there should be a breach or threatened breach by any Person of any provision of Section 6.2, the Buyer, on the one hand, or the Sellers, on the other, shall be entitled, without showing or providing actual damage sustained by the Buyer, on the one hand, or the Sellers on the other, to an injunction restraining such Person from any breach. Nothing in this Section 6.2(d) shall limit or otherwise affect the remedies that the Buyer, the Company or the Sellers may otherwise have under Applicable Law.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries its Subsidiaries, to afford (i) provide to Parent and Parent’s its Representatives reasonable access during normal business hours throughout the period prior to the Company or Closing upon reasonable prior notice to the Company Subsidiaries’ officers, employees, agents, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy records of each report, schedule and other document filed or submitted by it pursuant to 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 and its Subsidiaries, and (ii) all other relevant furnish promptly such information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its Subsidiaries as Parent or any of its Representatives may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreementrequest. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant provide such access if the Disclosing Party reasonably it determines that it would (A) unreasonably disrupt or impair in any material respect the business or operations of the Disclosing Party Company or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which . Nothing in this Agreement shall require the Disclosing Party Company or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in to disclose information to the disclosure of any trade secrets, or (F) extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilegeprivilege or violate any confidentiality obligation of such party existing as of the date of this Agreement. The Disclosing Party will use commercially Nothing in this Agreement shall require the Company or any of its Subsidiaries to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or any of its Subsidiaries, would result in (i) the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or any of its Subsidiaries shall have used reasonable best efforts to make appropriate substitute obtain the consent of such third party to such inspection or disclosure arrangements under circumstances in which the restrictions or (ii) any violation of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything Laws relating to the contrary in Section 6.15sharing of information between competitors, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by it being understood that the Company and Parentits Subsidiaries shall provide extracts, and subject to any amendmentsummaries, supplement aggregations or other modification information to the Confidentiality Agreement, the Clean Team Agreement greatest extent practicable in a manner that does not result in any such violation or additional confidentiality or joint defense agreement between the Company and Parentimproper disclosure. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated as of August 18, 2010 (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26), 2022 between Parent and the Company with respect to the information disclosed under this Section 5.3. (c) Nothing contained in this Agreement shall give Parent directly or indirectly, rights to control or direct the “Clean Team Agreement”) shall survive operations of the execution Company and delivery its Subsidiaries before the Effective Time. Before the Effective Time, the Company shall, consistent with the terms and conditions of this Agreement Agreement, exercise complete control and shall apply to all information furnished thereunder or hereundersupervision over the operations of the Company and its Subsidiaries.

Access to Information; Confidentiality. Subject to the Confidentiality Agreement, and subject to applicable law, upon reasonable notice, each of Parent, AcquisitionCo and the Company shall, and shall cause its respective Subsidiaries to, afford to each other and their respective officers, directors, employees, accountants, counsel, financial advisors and other agents and representatives (acollectively, “Representatives”), reasonable access (during normal business hours, upon reasonable prior notice and in accordance with procedures reasonably established by, and in a manner as shall not unreasonably interfere with the business or operations of, the Parent, AcquisitionCo, Company or any of their respective Subsidiaries, as applicable) From during the date hereof until period prior to the earlier of the Effective Time or the earlier termination of this Agreement in accordance with to all its termsrespective properties, upon reasonable prior noticebooks, contracts, commitments, personnel and records and, during such period, each of Parent and the Company shall, and shall cause each of the Company its respective Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and the other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the its business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely request. No review pursuant to this Section 5.1 shall affect any representation or warranty made by any Party or any certificate delivered pursuant hereto. Each Party will hold, and will cause its respective Representatives and affiliates to hold, any nonpublic information in connection accordance with the Separation, terms of the Distribution and this Confidentiality Agreement. Notwithstanding the foregoing provisions of Any such investigation pursuant to this Section 6.7(a), the Company or Parent, 5.1 shall be conducted in such a manner as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect interfere unreasonably with the business or operations of Parent, AcquisitionCo or the Disclosing Company, as the case may be. No Party shall conduct any core sampling or any other invasive environmental testing without prior written approval of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing other Party. No Party or nor any of its Subsidiaries is a partyshall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, (C) constitute a violation of any applicable Lawrule, (D) not regulation, order, judgment or decree. Notwithstanding the foregoing, no Party shall be reasonably feasible as a result of COVID-19 required to disclose personnel records relating to individual performance or any COVID-19 Measuresevaluation records, (E) result in medical histories, or other information the disclosure of any trade secretswhich would violate applicable law. To the extent practicable, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party the parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From Prior to the Closing Date, or, if earlier, the date hereof until this Agreement is terminated pursuant to Section 10.1, Buyers may make or cause to be made such review of the Effective Time Business and of its respective financial and legal condition as Buyers deem reasonably necessary or advisable. Sellers shall, and shall cause the Company Entities to, permit Buyers and their authorized agents or representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Company Entities during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Company Entities; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business and shall be at Buyers’ sole cost and expense; provided, further, that none of Buyers, their Affiliates or their respective representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any Project or Company Entity without the prior written consent of Sellers (it being understood and agreed that Sellers may have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to certain Projects) and without ongoing consultation with Sellers with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted); provided, further, that, for the avoidance of doubt, none of Buyers, their Affiliates or their respective representatives shall have any right to access or review any Tax Return of Seller Parent or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the Company Entities. All requests for access to the offices, properties, books and records of the Company Entities shall be made to such representatives of Sellers as Sellers shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyers, their Affiliates or their respective representatives shall, prior to the Closing Date, contact any of the employees, customers, suppliers, parties that have business relationships with the Company Entities, or any Governmental Authority or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Sellers or their representatives (other than the required filings specified in Section 3.5). Any access to the offices, properties, books and records of the Company Entities shall be subject to the following additional limitations: (i) Buyers, their Affiliates, and their respective representatives, as applicable, shall give Sellers notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of the Company Entities, and a representative of Sellers shall have the right to be present when Buyers, their Affiliates or their respective representatives conducts its or their investigations on such property; (ii) none of Buyers, their Affiliates or their respective representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyers, their Affiliates, and their respective representatives, as applicable shall (A) use reasonable best efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Sellers, the members of the Company Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all Damages resulting from or relating to the activities of Buyers, their Affiliates and their respective representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the contrary, prior to the Closing Date, Sellers shall not be required to provide any access or information to Buyers, their Affiliates or any of their respective representatives which any Sellers reasonably believe they or the earlier Company Entities are prohibited from providing to Buyers, their Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Sellers or the Company Entities are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Seller or any of its Affiliates to a material risk of Liability. (b) Buyers, their Affiliates and their respective representatives shall hold in confidence all confidential information obtained from Sellers, the Company Entities or their respective Affiliates, officers, agents, representatives or employees, whether or not relating to the Business, in accordance with the provisions of the Confidentiality Agreement which, notwithstanding anything contained therein, shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms. After the Closing Date, upon reasonable prior noticeSellers, their Affiliates and their respective representatives shall hold in confidence all information provided to Buyers, their Affiliates or their respective officers, agents, representatives or employees, relating to the Company shallBusiness (other than the Retained Assets and the Retained Liabilities), and shall cause each in accordance with the provisions of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours Confidentiality Agreement to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) same extent that would be required if Sellers were a copy of each report, schedule and other document filed or submitted by it “Receiving Party” pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Confidentiality Agreement. From the date hereof until the Effective Time Notwithstanding anything contained in this Agreement or the earlier Confidentiality Agreement, the obligations of Sellers set forth in the immediately preceding sentence shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a1) During the Interim Period, subject to compliance with applicable Law and the terms of any existing Contracts, the IPC Companies shall, and shall cause its officers, directors, employees, independent auditors, accounting advisers and agents to, afford to Vasogen, Cervus and to their officers, employees, agents and representatives such access as Vasogen and/or Cervus may reasonably require at all reasonable times, 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 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 hereof until the earlier of the Effective Time or and the earlier termination of this Agreement in accordance Agreement, subject to compliance with its termsapplicable Law and the terms of any existing Contracts, upon reasonable prior notice, the Company Vasogen shall, and shall cause each its 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 the IPC Companies all data and information as the IPC Companies may reasonably request. Vasogen and the IPC Companies acknowledge and agree that information furnished pursuant to this Section 8.6 shall be subject to the terms and conditions of the Company Subsidiaries Confidentiality Agreement. (3) Any investigation pursuant to afford to Parent and Parent’s Representatives reasonable access this Section 8.6 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel conduct of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each business of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent IPC Companies or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each caseVasogen, as the Company case may reasonably request solely in connection with the Separation, the Distribution and be. (4) Notwithstanding or any other provision of this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), no Party shall not be required obligated to provide access to, or to cause disclose, any of its Subsidiaries to, grant such access information to another Party if the Disclosing Party it reasonably determines that it such access or disclosure would (A) disrupt violate applicable Law or impair jeopardize any solicitor-client privilege claim by such Party; provided that such Party shall use its reasonable best efforts to put in any material respect the business or operations place an arrangement to permit such disclosure without loss of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorneysolicitor-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From During the date hereof until Interim Period, to the Effective Time or the earlier termination of this Agreement in accordance with its termsextent permitted by applicable Law and contracts, upon reasonable prior notice, the Company each Party shall, and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to to, (i) furnish the Company or Parent, as applicable, with such financial and operating data and other information with respect to the Company Subsidiaries’ officersbusiness, properties, Contractsoffices, books and records. The Company shall furnish promptly to Parent (i) a copy of each reportbooks, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the businesscontracts, properties records and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time Subsidiaries or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeParent, Parent shall, OP and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each caseas applicable, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable applicable, may from time to time reasonably request, and (ii) with respect to the “Disclosing Party”)Company and the Company Subsidiaries and subject to the terms of the Company Leases, facilitate reasonable access for Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties; provided, however, that no investigation pursuant to this Section 7.6 shall not affect or be deemed to modify any of the representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required to, by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would disclose information (A) disrupt that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or impair entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Parent, as applicable, has used commercially reasonable efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any material respect the business Law or operations legal duty of the Disclosing Party or any of its SubsidiariesRepresentatives (provided, (B) constitute a violation of any Contract with respect to confidentiality however, that the Company or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of Parent, as applicable, shall use its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements under circumstances to permit reasonable disclosure that does not result in which a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its Subsidiaries’, business or operations; provided, however, that the restrictions Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Each of the preceding sentence apply. Without limiting Company and Parent will use its commercially reasonable efforts to minimize any disruption to the generality businesses of the other provisions Party that may result from the requests for access, data and information hereunder. Prior to the Partnership Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall direct their respective Representatives and Affiliates not to, contact or otherwise communicate (for the avoidance of doubt, other than any public communications otherwise permitted by this Section 6.7 Agreement) with parties with which such Party knows the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the foregoing or anything else in this Agreement or in the Confidentiality Agreement to the contrary in Section 6.15contrary, the Disclosing Party, after consultation a Party and its respective Representatives and Affiliates may contact or otherwise communicate with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel parties without any consent of the other Party, Party (I) in pursuing its own business activities (operating in the ordinary course) or subject to such other similar restrictions mutually agreed to (II) in connection with the activities contemplated by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentSection 7.18. (b) The Confidentiality Agreement dated as Prior to the Topco Merger Effective Time, each of May 26, 2022 between Parent and the Company (and Parent shall hold, and will cause its respective Representatives and Affiliates to hold any nonpublic information exchanged pursuant to this Section 7.6 in confidence to the “extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement”) , which shall remain in full force and effect pursuant to the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive terms thereof notwithstanding the execution and delivery of this Agreement or the termination thereof; provided, however, that Section 9 of the Confidentiality Agreement shall terminate and shall apply to all information furnished thereunder be of no further force or hereundereffect.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance Subject to compliance with its terms, upon reasonable prior noticeapplicable Laws, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and to Parent’s Representatives officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable access advance notice and during normal business hours during the period prior to the Company Effective Time or the Company Subsidiaries’ officerstermination of this Agreement to all their respective properties, propertiesassets, books, records, Contracts, books Permits, documents, information, directors, officers and records. The employees, and during such period the Company shall, and shall furnish promptly cause each of its Subsidiaries to, make available to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its business as Parent may reasonably request in connection with (including the Merger and this Agreementwork papers of PricewaterhouseCoopers LLP, subject to the customary requirements of PricewaterhouseCoopers LLP). From Following the date hereof until the Effective Time or the earlier termination of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its termsSubsidiaries to, upon reasonable prior noticeas and to the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a materially complete and correct list of all licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its Subsidiaries (the “FCC Licenses”), (ii) materially complete and correct copies of each FCC License, (iii) if available, the address and physical location of the device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable law, the Company and Parent shall, and shall cause each of the Parent their respective Subsidiaries to, cooperate to afford to the Company ensure an orderly transition and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely integration process in connection with the SeparationMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of Surviving Corporation and its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance Subject to compliance with its terms, upon reasonable prior noticeapplicable Laws, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and to Parent’s Representatives officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Company Effective Time or the Company Subsidiaries’ officerstermination of this Agreement to all their respective properties, propertiesassets, books, records, Contracts, books Permits, documents, information, directors, officers and records. The employees, and during such period the Company shall, and shall furnish promptly cause each of its Subsidiaries to, make available to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its business as Parent may reasonably request in connection with (including the Merger and this Agreementwork papers of BDO USA LLP). From Following the date hereof until the Effective Time or the earlier termination of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its termsSubsidiaries to, upon reasonable prior noticeas and to the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a complete and correct list of all licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its Subsidiaries (the “FCC Licenses”), (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries reasonably necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable law, the Company and Parent shall, and shall cause each of the Parent their respective Subsidiaries to, reasonably cooperate to afford to the Company ensure an orderly transition and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely integration process in connection with the SeparationMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of Surviving Corporation and its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From Between the date hereof until and the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the Company shall, and shall cause each effective time of the Company Subsidiaries to First Merger, Pathlore will afford to Parent SumTotal and Parent’s Representatives its authorized accountants, counsel and other representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contractsbooks, books records and records. The Company shall furnish promptly personnel of Pathlore to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) obtain all other relevant information concerning the business, properties including the status of product development efforts, properties, results of operations and personnel of the Company and the Company Subsidiaries, in each casesuch party, as Parent SumTotal may reasonably request request. No information or knowledge obtained in connection any investigation pursuant to this Section 5.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Mergers. Any investigation pursuant to this Section 5.5 shall be conducted in a manner which will not interfere unreasonably with the Merger and this Agreement. From conduct of business of Pathlore. (b) Between the date hereof until and the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each effective time of the Parent Subsidiaries to First Merger, SumTotal will afford to the Company Pathlore and the Company’s Representatives its authorized accountants, counsel and other representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contractsbooks, books records and records in each case relating solely personnel of SumTotal to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company obtain all relevant information concerning the business, properties properties, results of operations and personnel of Parent and the Parent Subsidiaries, in each casesuch party, as the Company Pathlore may reasonably request solely request. Such access shall be of a similar scope to the access provided in connection with Pathlore’s due diligence investigation in connection with its evaluation of the Separation, the Distribution and transactions contemplated by this Agreement. Notwithstanding the foregoing provisions of No information or knowledge obtained in any investigation pursuant to this Section 6.7(a), 5.5 will affect or be deemed to modify any representation or warranty contained herein or the Company or Parent, as applicable (conditions to the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations obligations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect parties to confidentiality or non-disclosure obligations owing consummate the Mergers. Any investigation pursuant to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not this Section 5.5 shall be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result conducted in a waiver manner which will not interfere unreasonably with the conduct of attorney-client privilege, work product doctrine or similar privilege. business of SumTotal. (c) The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information parties acknowledge that Pathlore and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the SumTotal have previously executed a Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26December 1, 2022 between Parent and the Company 2004 (the “Confidentiality Agreement”) and the Clean Team ), attached hereto as Exhibit F, which Confidentiality Agreement dated as of May 26will continue in accordance with its terms until the Closing shall have occurred, 2022 between Parent at which time it shall terminate. The Confidentiality Agreement shall continue in full force and effect in the Company (the “Clean Team Agreement”) shall survive the execution and delivery of event this Agreement and shall apply to all information furnished thereunder or hereunderis terminated.

Access to Information; Confidentiality. (a) From Each of the date hereof until Burro Parties and the Kick Parties shall, and shall cause each of their Subsidiaries to, afford to each other and their respective Representatives reasonable access during normal business hours, during the period prior to the Initial Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeto all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company Burro Parties and the Kick Parties shall, and shall cause each of the Company their Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent the other Party: (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to 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 laws and (iib) all other relevant information concerning the its business, properties and personnel of the Company as may be reasonably requested (including Tax Returns filed and those in preparation and the Company Subsidiarieswork papers of its auditors); provided, in each casehowever, as Parent may reasonably request in connection with that the Merger and this Agreementforegoing shall not require either Party to disclose any information to the extent such disclosure would contravene applicable Law. From the date hereof until the Effective Time or the earlier termination of this Agreement All such information shall be held confidential in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each the terms of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (Ai) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, between Kick and the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement Partnership, dated as of May 26October 19, 2022 between Parent and the Company 2023 (the “Confidentiality Agreement”), (ii) and the Clean Team Confidentiality Agreement Agreement, between the Partnership and Kick, dated as of May 26November 8, 2022 between Parent and the Company 2023 (the “Kick Clean Team Agreement”), and (iii) the Clean Team Agreement between the Partnership and Kick, dated as of November 20, 2023 (the “Burro Clean Team Agreement” and together with the Kick Clean Team Agreement, collectively the “Clean Team Agreements” and each a “Clean Team Agreement”) ). The obligations of Kick and the Partnership under the Confidentiality Agreement and Clean Team Agreements shall survive remain in full force and effect in accordance with their terms; provided, however, that nothing in the execution Confidentiality Agreement or Clean Team Agreements shall be deemed to restrict the performance by the Burro or Kick of their respective obligations under this Agreement, and delivery in the case of any conflict between the terms of this Agreement, on one hand, and the terms of the Confidentiality Agreement or Clean Team Agreements, on the other hand, the terms of this Agreement and shall apply to all information furnished thereunder or hereundercontrol.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to applicable laws, each of Buyer and Seller, for the date hereof until purposes of verifying the Effective Time or representations and warranties of the earlier termination of other and preparing for the Merger and the other matters contemplated by this Agreement in accordance with its termsAgreement, upon reasonable prior notice, the Company shall, and shall cause each of the Company their respective Subsidiaries to to, afford to Parent and Parent’s certain mutually agreed-upon Representatives reasonable access of the other party, access, during normal business hours during the period prior to the Company or the Company Subsidiaries’ officersEffective Time, to such of its properties, Contractsbooks, books contracts, commitments, personnel, information technology systems, and records. The Company records as are reasonably necessary to verify the representations and warranties of the other, and to prepare for the Merger and the other matters contemplated by this Agreement, and each shall furnish promptly cooperate with the other party in preparing to Parent (i) execute after the Effective Time, the conversion or consolidation of systems and business operations generally, and, during such period, each of Buyer and Seller shall, and shall cause Buyer Subsidiaries and Seller Subsidiaries, respectively, to, make available to the other party a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that Buyer or Seller, as the case may be, is not permitted to disclose under applicable law). Notwithstanding the foregoing, neither Buyer and a copy Seller nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer’s or Seller’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any communication (including “comment letters”common interest, joint defense or similar agreement between the parties) received by or contravene any law, rule, regulation, order, judgment, decree, fiduciary or similar duty or binding agreement entered into prior to the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel date of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any access to Personal Data granted pursuant to this Section shall be subject to such additional limitations as Buyer or Seller may reasonably require to prevent disclosure or use of any such Personal Data other than in compliance with applicable privacy laws. Without limiting the generality of the other provisions foregoing, none of this Section 6.7 or anything to the contrary in Section 6.15Buyer, the Disclosing PartySeller, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents nor any of their respective Representatives shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject disclose to any amendment, supplement or other modification third party any Personal Data unless the individual(s) to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentwhom that Personal Data pertains has consented to that disclosure. (b) The Confidentiality During the period from the date of this Agreement dated to the Effective Time or earlier termination of this Agreement, Seller shall within ten (10) business days of each Measuring Date deliver a consolidated balance sheet and income statement of Seller and a certificate setting forth the Adjusted Tangible Stockholders’ Equity as of May 26such Measuring Date. “Adjusted Tangible Stockholders’ Equity” shall mean the consolidated stockholders’ equity of Seller for the quarter ended March 31, 2022 2025 calculated in accordance with GAAP, plus all earnings of Seller during the period from March 31, 2025 to the applicable Measuring Date. “Measuring Date” shall mean the last day of the month for each month between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery date of this Agreement and shall apply to all information furnished thereunder or hereunderthe Effective Time.

Access to Information; Confidentiality. (a) From The parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated by reference; provided, that the parties thereto shall, in addition to the uses permitted in the Confidentiality Agreement, be permitted to use Confidential Information (as defined therein) in connection with preparation for and effecting the consummation of the Transactions, performing their respective obligations hereunder or thereunder, and enforcing their respective rights hereunder or thereunder; provided, further, that Article 16 of the Confidentiality Agreement shall not be deemed to prohibit any actions taken in connection with preparation for consummation of the Transactions (so long as applicable hiring is only effective upon the Closing). Without limitation of the foregoing, and notwithstanding anything to the contrary in this Agreement, in the event the Confidentiality Agreement conflicts with any other covenant or agreement contained in any Transaction Document, then such covenant or agreement contained herein or therein shall govern and control. (b) Subject to applicable Law, from the date hereof of this Agreement until the Effective Time Closing or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeAgreement, the Company shall, and SPAC shall (and shall cause each of their respective subsidiaries to): (i) provide to the Company Subsidiaries to afford to Parent other party (and Parentthe other party’s Representatives officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times during normal business hours upon reasonable prior notice to the Company or the Company Subsidiaries’ officers, properties, Contracts, offices and other facilities of such party and its subsidiaries and to the books and records. The Company shall furnish promptly records thereof (in each case, in a manner not to Parent (iinterfere with the normal business operations of the providing party) a copy for the purpose of each report, schedule and other document filed or submitted by it pursuant to preparing for consummation of 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 Transactions; and (ii) all use commercially reasonable efforts to furnish reasonably promptly to the other relevant party such information concerning the business, properties properties, contracts, assets, liabilities and personnel other aspects of such party and its subsidiaries as the Company and the Company Subsidiaries, in each case, as Parent other party or its Representatives may reasonably request in connection with for the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination purpose of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each preparing for consummation of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this AgreementTransactions. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, neither the Company or Parent, as applicable (the “Disclosing Party”), nor SPAC shall not be required to, to provide access to or to cause any of its Subsidiaries to, grant such disclose information (x) where the access if the Disclosing Party reasonably determines that it or disclosure would (A1) disrupt or impair in any material respect jeopardize the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver protection of attorney-client privilege, privilege or attorney work product doctrine doctrine, (2) violate a contract or similar privilege. The Disclosing Party will obligation (including confidentiality obligations) to which such person is party or bound, (3) contravene applicable Law (it being agreed that in the cases of clauses (1)-(3) that the parties shall use their commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances cause such information to be provided in which a manner that would not result in such jeopardy or contravention), or (4) involve invasive environmental sampling, testing, or drilling or (y) if any Sunergy Party, on the restrictions of the preceding sentence apply. Without limiting the generality of one hand, and SPAC, OpCo or Sponsor, on the other provisions of this Section 6.7 hand, are adverse parties in a litigation or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” other Action and such information and documents shall only be provided to the outside legal counsel of the other Party, relates or subject is pertinent to such other similar restrictions mutually agreed litigation or Action. All information furnished pursuant to by the Company and Parent, and this Section 7.04(b) shall be subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (bc) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of Notwithstanding anything in this Agreement to the contrary, each party (and shall apply its respective Representatives) may consult any Tax advisor as is reasonably necessary regarding the Tax treatment and Tax structure of the Transactions and may disclose to such advisor if reasonably necessary, the Intended Tax Treatment and Tax structure of the Transactions and all information furnished thereunder materials (including any Tax analysis) that are provided relating to such treatment or hereunderstructure, in each case in accordance with applicable Law.

Access to Information; Confidentiality. (a) From The Company agrees that, prior to the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeClosing Date, the Purchaser shall be entitled, at its expense and through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company, the Purchased Companies and their Subsidiaries and such examination of the books, records and financial condition of the Company, the purchased Companies and their Subsidiaries as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, and the Company shallshall cooperate, and shall cause each the Company, the Purchased Companies and their Subsidiaries to cooperate, fully therein. No investigation by the Purchaser prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company Subsidiaries contained in this Agreement. In order that the Purchaser may have full opportunity to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersmake such physical, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties accounting and personnel of the Company and the Company Subsidiarieslegal review, in each case, examination or investigation as Parent it may reasonably request of the affairs of the Company, the Purchased Companies and their Subsidiaries, the Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company, the Purchased Companies and their Subsidiaries to cooperate fully with such representatives in connection with the Merger such review and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentexamination. (b) The From and after the Closing until the date the Company is fully and finally liquidated and dissolved (i) the Company may retain copies of such financial information and similar records relating to any period prior to the Closing as will be required for the Company and its representatives to prepare and file the Company Tax Returns and effectuate the Company’s liquidation and dissolution (the “Retained Records”) and (ii) the Purchaser shall provide the Company and its representatives with access (upon reasonable notice and at reasonable times during normal business hours and in such a manner as to not interfere with the Purchaser’s normal business operations) to such financial information and similar records. Except for such Retained Records that the Company may be required pursuant to applicable Law to retain for a period of time subsequent to the Company’s dissolution and liquidation, on or prior to the date the Company is fully and finally liquidated and dissolved, the Company shall return all copies of the Retained Records to the Purchaser; provided, that any Retained Records so retained by the Company shall be returned to the Purchaser when no longer required under applicable Law to be retained by the Company. (c) Except for disclosures expressly permitted by the terms of the Bilateral Confidentiality Agreement dated as of May 26June 21, 2022 2004, between Parent Purchaser and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26), 2022 between Parent and the Company (the “Clean Team Agreement”) Purchaser shall survive the execution and delivery of this Agreement hold, and shall apply cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information furnished thereunder received from the Company, directly or hereunderindirectly, in confidence in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and Parent’s Representatives representatives reasonable access during normal business hours to the Company or the Company Company’s and its Subsidiaries’ officersproperties, propertiesbooks, Contracts, books commitments, records and records. The correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other representatives and the Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal 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 and (ii) all such other relevant information concerning the its and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request (provided that Parent and its representatives shall conduct any such activities in connection such a manner as not to interfere unreasonably with the Merger and this Agreementbusiness or operations of the Company). From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent The Company shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiariesfurnish, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to extent currently prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and Parentending at the Effective Time, as soon as practicable after the end of each month during such period, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations and subject to any amendment, supplement or other modification to statements of cash flow. Except for disclosures permitted by the Confidentiality terms of the Non-Disclosure Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement dated as of June 8, 2015, between the Company and Parent. Parent (b) The Confidentiality Agreement dated as of May 26it may be amended from time to time, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26” ), 2022 between Parent and its representatives shall hold information received from the Company (pursuant to this Section 5.6 in confidence in accordance with the “Clean Team terms of the Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to Parent’s, U.S. Parent’s and their Representatives’ compliance with any security clearance requirements and procedures or export controls requirements (a) From to the date hereof until extent reasonably determined necessary by the Effective Time or the earlier termination of this Agreement Company in accordance order to comply with its termsapplicable Law), and upon reasonable prior written notice, the Company shall, and shall cause each of the Company Subsidiaries to to, afford to Parent, U.S. Parent and Parent’s to their Representatives reasonable access during normal business hours during the period prior to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or to all their properties, offices, personnel and books and records and, during such period, the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent Company shall, and shall cause each of the Parent Company Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officersto, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company Parent and U.S. Parent all relevant financial, operating and other data and information concerning the its business, properties and personnel of as Parent and the or U.S. Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separationrequest; provided, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)however, the Company or Parent, as applicable (the “Disclosing Party”), that any such access shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect interfere unreasonably with the business or operations of the Disclosing Party Company or the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. None of the Company or any Company Subsidiary shall be required to (i) provide access to or to disclose information where such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege of the Company or the Company Subsidiaries (provided that the Company shall use its Subsidiaries, (B) constitute a violation of any Contract with respect reasonable efforts to confidentiality allow for such access or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of manner that would not reasonably be expected to jeopardize the attorney-client privilege) or contravene any Law or binding agreement entered into prior to the date of this Agreement or (ii) provide access to or to disclose such portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure, work product doctrine as determined by the Company’s counsel, is reasonably likely to result in antitrust difficulties for the Company or similar privilegeits affiliates. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions No investigation by Parent or U.S. Parent or any of their respective Representatives and no other receipt of information by Parent or U.S. Parent or any of their respective Representatives shall operate as a waiver or otherwise affect any representation or warranty of the preceding sentence applyCompany or any covenant or other provision in this Agreement. Without limiting the generality of the other provisions of All information exchanged pursuant to this Section 6.7 or anything 6.02 shall be subject to the contrary in Section 6.15non-disclosure agreement dated February 23, the Disclosing Party2010, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder).

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, during the date hereof until period prior to the Effective Time or the earlier termination of this Agreement in accordance with its termsTime, upon reasonable prior noticeto all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officersto, properties, Contracts, books and records. The Company shall furnish promptly to Parent Parent: (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to 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 laws, and (iib) all other relevant information concerning the its business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in connection with preparation and the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination workpapers of this Agreement in accordance with its termsauditors); provided, upon reasonable prior noticehowever, Parent shall, and shall cause each of the Parent Subsidiaries to afford to that (a) the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant provide such access if the Disclosing Party it reasonably determines that it would (A) such access is reasonably likely to materially disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party Company or any of its Subsidiaries and (b) the foregoing shall not require the Company to disclose any information to the extent it reasonably determines that such disclosure is a party, reasonably likely to (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (Fi) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything , (ii) cause competitive harm to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel business of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parentits Subsidiaries if the transactions contemplated by this Agreement are not consummated, and subject to or (iii) violate any amendmentapplicable Law or any confidentiality obligation of such party; provided, supplement or other modification to however, that in the Confidentiality Agreementcase that such disclosure is prohibited by applicable Law (including antitrust Law), the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company each agree to use reasonable best efforts to establish a process that (through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and the Company) will provide Parent with timely access to the fullest extent possible to the substance of the information described in this Section 5.5 in a manner that allows the Company to comply with applicable Law. All such information shall be held confidential in accordance with the terms of the Confidentiality Agreement among ▇▇▇▇▇▇ Americas LLC, BI-LO, LLC and the Company dated as of February 28, 2011 (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26). No investigation pursuant to this Section 5.5 or information provided, 2022 between made available or delivered to Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of pursuant to this Agreement and shall apply affect any of the representations, warranties, covenants, rights or remedies, or the conditions to all information furnished thereunder or the obligations of, the parties hereunder.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, during normal business hours and upon reasonable notice throughout the period from the date hereof until of this Agreement to the Effective Time (or until the earlier termination of this Agreement in accordance with its termsSection 7.1), upon reasonable prior noticeto the personnel, advisors, properties, books and records of the Company shalland its Subsidiaries and, during such period, shall (and shall cause each of the Company its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall to) furnish reasonably promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) such Representatives all other relevant information concerning the business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require the Company Subsidiariesor any of its Subsidiaries to 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, as the Company shall cooperate with Parent to 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 reasonably request have access to such information. No investigation or access permitted pursuant to this Section 5.5(a) shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company 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 connection accordance with the Confidentiality Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries and Merger Sub to) afford to Representatives of the Company reasonable access, during normal business hours and this Agreement. From upon reasonable notice throughout the period from the date hereof until of this Agreement the Effective 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 termsSubsidiaries and, upon reasonable prior noticeduring such period, Parent shall, shall (and shall cause each of the Parent its Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall to) furnish reasonably promptly to the Company such Representatives all relevant information concerning the business, properties and personnel of Parent and the Parent its Subsidiaries, in each caseand to provide copies thereof, as the Company may reasonably request solely in connection with the Separationbe requested; provided, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)however, the Company that nothing herein shall require Parent or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries toto disclose any information to the Company if such disclosure would, grant such access if in the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations reasonable judgment of the Disclosing Party or any of its SubsidiariesParent, (Bi) constitute a violation violate applicable Law or the provisions of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) agreement to which the Disclosing Party Parent or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, party or (Fii) result in a waiver of jeopardize any attorney-client or other legal privilege; provided, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts further, however, that in each such case, Parent shall cooperate with the Company to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by 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 subject other Representatives pursuant to any amendment, supplement or other modification to this Section 5.5(b) shall be kept confidential in accordance with the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. To the extent permitted by applicable law, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) From during normal business hours and upon reasonable prior notice to the date hereof until Company during the period prior to the Effective Time or the earlier termination of this Agreement in accordance with to all its terms, upon reasonable prior notice, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company its Subsidiaries’ officersproperties, propertiesbooks, Contracts, books personnel and records. The , 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 furnish promptly to Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal Federal or state securities Laws and laws, (b) a copy of each correspondence or written communication with any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws United States Federal or state Governmental Entity and (iic) all other relevant information concerning the its and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with request. Except for disclosures expressly permitted by the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each terms of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26April 19, 2022 2005, as amended from time to time, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Clean Team Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement dated as will affect any of May 26the 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, 2022 between Parent and vendors or other persons having business relationships with the Company (after consultation with the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderCompany.

Access to Information; Confidentiality. (a) From the date hereof until of this Agreement through the Effective Time (or if earlier, the earlier termination of date on which this Agreement in accordance with its terms, upon reasonable prior noticeis terminated pursuant to Article VII), the Company shall, and shall cause each its Subsidiaries to, (i) provide to PubCo and its Representatives access at reasonable times upon prior notice to the officers, employees, properties, books and records of the Company and its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant furnish promptly such information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its Subsidiaries as Parent PubCo or its Representatives may reasonably request in connection with the Merger and this Agreementrequest. From the date hereof until of this Agreement through the Effective Time (or if earlier, the earlier termination of date on which this Agreement in accordance with its termsis terminated pursuant to Article VII), upon reasonable prior notice, Parent PubCo shall, and shall cause each of the Parent its Subsidiaries to afford to, (x) provide to the Company and its Representatives access at reasonable times upon prior notice to the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, employees, properties, Contracts, books and records in each case relating solely to of the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall PubCo Entities and their respective Subsidiaries and (y) furnish promptly to the Company all relevant such information concerning the business, properties PubCo Entities and personnel of Parent and the Parent Subsidiaries, in each case, their respective Subsidiaries as the Company or its Representatives may reasonably request solely in connection with the Separation, the Distribution and this Agreementrequest. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, neither PubCo nor the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant provide such access if the Disclosing Party it reasonably determines that it would (A) materially disrupt or impair in any material respect the business or operations of PubCo or the Disclosing Party Company, as applicable, or any of its respective Subsidiaries, (B) constitute cause a violation of any Company Material Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a partyPubCo Material Contract, (C) constitute a violation of any applicable Law, Law or (D) not be reasonably feasible cause a material risk of disclosure of any information that in the reasonable judgment of PubCo or the Company, as a result of COVID-19 or any COVID-19 Measuresapplicable, (E) would result in the disclosure of any trade secrets, secrets of Third Parties. Nothing herein shall require the Company or (F) PubCo or any of their respective Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing privilege or violate any confidentiality obligation of such Party will existing as of the date of this Agreement (provided that such Party shall use commercially reasonable best efforts to make appropriate substitute permit such disclosure arrangements under circumstances to be made in which a manner consistent with the restrictions protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). Notwithstanding the preceding sentence apply. Without limiting the generality of the other provisions of foregoing, no Company Response Action or PubCo Response Action shall be deemed to violate or breach this Section 6.7 5.03 in any way or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents serve as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, a basis for PubCo or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject or any of their respective Affiliates to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team terminate this Agreement or additional confidentiality or joint defense agreement between the Company and Parentassert that any condition in Article VI shall not have been satisfied. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent PubCo and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement comply with and shall apply use their reasonable best efforts to all cause their respective Representatives to keep the information furnished thereunder or hereunderdisclosed under this Section 5.03 confidential and shall not disclose such information to any third party without the prior written consent of the other Party hereto.

Access to Information; Confidentiality. (a) From During the period from the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsuntil the Closing, upon reasonable prior noticeParent, Holdings and the Company shallshall afford the Representatives of Purchaser, at Purchaser’s sole cost and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives risk, reasonable access during normal business hours hours, upon reasonable notice to Parent and without significant interference with the operations or properties of the Companies, to the Company or the Company SubsidiariesCompanies’ officers, employees, properties, Contractsfacilities, books and books, records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule contracts and other document filed assets as Purchaser may reasonably request, including for the purpose of observing the operation of the facilities and for understanding the Companies’ compliance and compliance programs relating to all FERC, PJM and NERC rules and regulations, subject in all cases to reasonable restrictions and requirements for safety purposes and compliance with all applicable security requirements or submitted other limitations on access imposed by it pursuant applicable Law. Such Representatives of Purchaser may only observe the operations of the Companies and may not direct the activities of any Representatives of any of the Companies or make any decisions relating to the requirements of federal or state securities Laws and a copy operations of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel of the Company and Companies. Any such access to the Company Subsidiariesproperties of any of the Companies shall be under the supervision of Representatives of the Companies. In addition, in each case, as Parent may reasonably request in connection with shall provide Purchaser for the Merger and this Agreement. From period commencing on the date hereof until the Effective Time or the earlier termination of this Agreement in accordance until the Closing with its termsa conference room, upon reasonable prior notice, Parent shall, and shall cause each cubicles or other suitable space located at the headquarters of the Parent Subsidiaries Company, on a rent-free basis, for use by up to afford to the Company and the Company’s four Representatives reasonable access of Purchaser during normal business hours or otherwise for the purpose of effecting the transition of ownership of the Companies to Purchaser. If Purchaser requests that the assistance of any Representatives of any of the Companies after normal business hours, then the decision to allow such assistance shall be within the sole discretion of the Companies and Purchaser shall pay to Parent, at the internal billing rate of Parent, the associated costs of such overtime. If Purchaser requests that any of the Companies perform contract work on behalf of Purchaser to facilitate the transition of operations to Purchaser following the Closing, then Parent or and Purchaser shall negotiate in good faith regarding the terms and conditions under which Parent Subsidiaries’ officers, properties, Contracts, books would provide such services and records the compensation arrangement in each case relating solely connection therewith. Notwithstanding anything to the SpinCo Businesscontrary in this Section 6.04(a), SpinCo Assetsthe installation and testing by Purchaser of equipment, SpinCo Liabilities facilities, hardware or SpinCo Employees. Parent shall furnish promptly software prior to the Company all relevant information concerning the business, properties Closing shall be within Parent’s reasonable discretion and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection (i) shall not interfere with the Separationoperations or properties of any of the Companies, (ii) shall be in compliance with all restrictions and requirements reasonably established by Parent for safety purposes and (iii) shall be in compliance with all applicable security requirements and other requirements of Law; provided, however, that in no event shall Purchaser or any of its Representatives be permitted to connect to any equipment of any of the Distribution and this Agreement. Companies prior to the Closing. (b) Notwithstanding anything to the foregoing provisions contrary in Section 6.04(a), (i) none of this Section 6.7(a)Parent, Holdings, the Company or Parent, as applicable (the “Disclosing Party”), any Subsidiary shall not be required to, obligated to disclose to Purchaser or permit Purchaser access to cause any of its Subsidiaries to, grant such access if the Disclosing Party information that could reasonably determines that it would be expected to (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of violate any applicable Law, (DB) not be reasonably feasible as result in the loss of attorney-client privilege with respect to such information, (C) result in a result breach of COVID-19 an agreement to which Parent, Holdings, the Company or any COVID-19 MeasuresSubsidiary is a party, if Parent, Holdings or the Company have made reasonable efforts to obtain consent of such other party to the agreement to such disclosure, or (ED) result in the disclosure of any trade secretssecret or confidential information of third parties, if Parent, Holdings or the Company have used reasonable efforts to obtain consent of such third party to such disclosure, and (ii) Purchaser shall not be entitled to perform or conduct any environmental sampling or testing at, in, on or underneath any of the facilities or properties of the Company or any Subsidiary. (c) Purchaser shall indemnify and hold harmless Parent, Holdings and the Companies and their respective Affiliates from and against any Losses incurred by any of them resulting from personal injury or property damage incurred or caused by officers, employees, agents and other Representatives of Purchaser while present at the properties, facilities or other premises of any of the Companies, except to the extent that such Losses result from or arise out of the gross negligence or willful misconduct of any of Parent, Holdings or any of the Companies or any of their respective Affiliates or Representatives. (d) The provisions of the Confidentiality Agreement shall remain in full force and effect in accordance with its terms, provided that, after the Closing, the Companies and Purchaser shall have no confidentiality obligation with respect to the Companies and the businesses of any of the Companies. (e) For a period of seven years after the Closing, Parent and Holdings on the one hand and Purchaser on the other hand shall afford each other, and Purchaser shall cause the Companies to afford Parent, upon receipt of reasonable advance notice and during normal business hours, access to all of the books and records (including, without limitation, all material returns, statements, forms, declarations, estimates, schedules, notices, notifications, elections or other documents with respect to Taxes) of the Companies containing information relating to the period prior to the Closing to the extent that such access may reasonably be required by the other party in connection with matters relating to or affected by the operation of the Companies prior to the Closing Date, which shall include, without limitation, access as may be required to assist Purchaser in preparing audited financial statements of the Companies after the Closing. If Parent or Holdings on the one hand or Purchaser or the Companies on the other hand shall desire to dispose of any such books and records prior to the expiration of such seven-year period, then such party shall, prior to such disposition, give the other party a reasonable opportunity, at the electing party’s expense, to segregate and remove such books and records as the electing party may select. Notwithstanding anything to the contrary in this Section 6.04(e), none of Parent, Holdings or Purchaser shall be obligated to disclose, or cause to be disclosed, any information to the other party or parties, as applicable, that could reasonably be expected to (Fi) violate any applicable Law, (ii) result in the loss of attorney-client privilege with respect to such information, (iii) result in a waiver breach of attorneyan agreement to which Parent, Holdings, the Company or Purchaser is a party, if Parent, Holdings, the Company or Purchaser, as applicable, have made reasonable efforts to obtain consent of such the other party to the agreement to such disclosure, or (iv) result in the disclosure of any trade secret or confidential information of third parties, if Parent, Holdings, the Company or Purchaser, as applicable, have used reasonable efforts to obtain consent of such third party to such disclosure. (f) For a period of thirty-client privilegesix (36) months after the Closing, work product doctrine or similar privilege. The Disclosing Party will Parent and Holdings shall provide any documents and information then in its possession, and shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances cooperate with Purchaser (subject to reimbursement for reasonable costs and expenses), in which the restrictions of the preceding sentence apply. Without limiting the generality of the each case as may be reasonably requested by Purchaser to assist it in connection with any internal investigation by Purchaser, or any FERC, PJM or NERC audit, investigation or other provisions of this Section 6.7 or anything proceeding, that relates to the contrary in Section 6.15Companies’ compliance or non-compliance with FERC, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided PJM or NERC requirements prior to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentClosing. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to, afford to Parent Parent, and to Parent’s Representatives officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the Company or earlier of the Company Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ officers, properties, Contracts, books and records. The records and to those employees and Representatives of the Company to whom Parent requests access, and, during such period, the Company shall furnish to Parent, as promptly to Parent (i) a copy of each reportas reasonably practicable, schedule all financial, operating and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws data and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the its and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably request in connection with (it being agreed, however, that the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and foregoing shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to not permit Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely any such Representatives to the SpinCo Business, SpinCo Assets, SpinCo Liabilities conduct any Phase I or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this AgreementPhase II environmental assessment). Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, neither the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause nor any of its Subsidiaries to, grant such shall be required to provide access if to or disclose information where the Disclosing Party Company reasonably determines that it such access or disclosure would (A) disrupt or impair in any material respect jeopardize the business or operations attorney-client privilege of the Disclosing Party Company or any of its Subsidiaries, Subsidiaries or conflict with or violate any Law (Bincluding antitrust Laws) constitute a violation of or any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party Company or any of its Subsidiaries is a partyparty (provided that the Company shall in such event use reasonable best efforts to avoid such constraints on disclosure, (C) constitute including entering into a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 joint defense agreement in customary form). No investigation or any COVID-19 Measures, (E) result in the disclosure of any trade secretsaccess permitted, or (F) result in a waiver of attorney-client privilegeknowledge obtained, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts pursuant to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 7.02 shall affect or anything be deemed to the contrary in Section 6.15modify any representation, the Disclosing Partywarranty, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, covenant or subject to such other similar restrictions mutually agreed to agreement made by the Company hereunder or otherwise prejudice in any way the rights and remedies of Parent 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 subject to any amendment, supplement or other modification to agreements made by the Company in this Agreement. Except for disclosures expressly permitted by the Confidentiality Agreement, Parent shall, in accordance with the Clean Team Agreement 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 Evaluation Material (as defined in the Confidentiality Agreement) directly or additional confidentiality or joint defense agreement between indirectly received from the Company and Parentor its Representatives. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsor the Closing Date, upon reasonable prior noticenotice and subject to applicable laws, Seller shall cause the Company to afford Buyer and its accountants, counsel, and other representatives, during normal business hours, access to all of the Acquired Companies properties and assets, books, Contracts, and records reasonably requested by Buyer, subject to any confidentiality obligations affecting Seller or the Acquired Companies and provided Seller and the Acquired Companies will not be required to take actions which could result in a waiver of or jeopardize any attorney-client privilege. Buyer shall, and shall cause each of the Company Subsidiaries to afford to Parent its respective advisors and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent representatives to: (i) conduct its investigation in such a copy manner that will not unreasonably interfere with the normal operations, customers or employee relations of each reportthe Acquired Companies, schedule and other document filed or submitted by it pursuant to 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 and and (ii) all other relevant information concerning treat as confidential in accordance the business, properties and personnel terms of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request Confidentiality Agreement all such information obtained hereunder or in connection with the Merger herewith and this Agreement. not otherwise known to them prior to disclosure hereunder. (b) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officersClosing Date, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent party shall furnish promptly to the Company other: a copy of all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely filings made with any Governmental Entity in connection with the Separationtransactions contemplated in this Agreement and all written communications received from such Governmental Entities related thereto. (c) Each party shall promptly notify the other orally and in writing of: (i) the occurrence of any breach of any representation, the Distribution and warranty or covenant contained in this Agreement. Notwithstanding the foregoing provisions Agreement of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair party in any material respect the business respect; (ii) any failure of such party to comply with or operations of the Disclosing Party satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; and (iii) any of its Subsidiaries, (B) constitute a violation of notice or other communication from any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which alleging that the Disclosing consent of such Third Party is or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not may be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result required in connection with the disclosure of any trade secrets, or (F) result transactions contemplated in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From Upon reasonable notice and subject to applicable Laws relating to the date hereof until the Effective Time or the earlier termination exchange of this Agreement in accordance with its terms, upon reasonable prior noticeinformation, the Company shall, and shall cause each of the Company Subsidiaries to to, afford to Parent the Acquirer and Parent’s its Representatives reasonable access access, during normal business hours during the period prior to the Company or Closing, to all the properties, books, contracts, commitments, personnel and records of the Company Subsidiaries’ officersand the Company Subsidiaries (including Tax Returns and work papers of the Company’s accountants), propertiesand to its Representatives, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of in each report, schedule and other document filed or submitted by it pursuant case to the requirements extent within the control of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from and in a manner not unreasonably disruptive to the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning operation of the business, properties and personnel business of the Company and the Company Subsidiaries, in each caseand, as Parent may reasonably request in connection with during such period, the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent Company shall, and shall cause the Company Subsidiaries to, make available to Acquirer (i) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the Parent Subsidiaries to afford to federal securities laws or other applicable Laws (other than reports or documents which the Company is not permitted to disclose under applicable Law) and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company (ii) all relevant other material information concerning the its business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company Acquirer may reasonably request solely in connection with writing. Neither the SeparationCompany nor any of the Company Subsidiaries shall be required to provide access to or to disclose information, documents or other materials if (i) such access or disclosure would jeopardize the Distribution and this Agreement. Notwithstanding attorney-client privilege of the foregoing provisions person in possession or control of this Section 6.7(a)such information, the Company or Parentany Company Subsidiary or contravene any Law applicable to the person in possession or control of such information, as applicable the Company or any Company Subsidiary or (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant ii) such access if or disclosure would violate the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations terms of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract confidentiality agreement with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which that is in effect as of the Disclosing Party or any date of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilegethis Agreement. The Disclosing Party parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as Acquirer hereby agrees to keep confidential and to cause its Subsidiaries, Affiliates and Representatives to keep confidential any and all confidential information of May 26, 2022 between Parent the Company and the Company (Subsidiaries, including non-public information relating to the “Confidentiality Agreement”) Company’s finances and results, trade secrets, know-how, customers, business plans, marketing activities, financial data and other business affairs that was disclosed by the Clean Team Confidentiality Agreement dated as of May 26Company, 2022 between Parent and the Company (Subsidiaries or their Affiliates or Representatives on or prior to the “Clean Team Agreement”) shall survive the execution and delivery date of this Agreement and shall apply pursuant to all information furnished thereunder or hereunderthe terms of the Confidentiality Agreements.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsClosing Date, upon reasonable prior notice, the Company shall, and Sellers shall cause each of the Acquired Companies and the Acquired Company Subsidiaries to afford to Parent Buyer and Parent’s Representatives to the officers, employees and other representatives of Buyer reasonable access upon reasonable advance notice at reasonable times during normal business hours to all of the Company or Acquired Companies’ and the Acquired Company Subsidiaries’ officersproperties, books, contracts and records, and Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to furnish to Buyer such information concerning their business, properties, Contractsfinancial condition, books operations and records. The Company personnel as Buyer may from time to time reasonably request, other than any such properties, books, contracts and records that (a) are subject to an attorney-client or other legal privilege or (b) are subject to an obligation of confidentiality or privacy provided that, if applicable, Sellers shall furnish promptly use commercially reasonable efforts to Parent obtain the consent of any third party to waive any such confidentiality or privacy obligations; provided, however, that Buyer’s investigation shall be conducted in a manner that: (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 is in compliance with securities Laws and applicable Requirements of Law; (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall does not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secretssecrets of third parties or any trade secrets of Sellers or of any of their Affiliates; and (iii) does not unreasonably interfere with the normal operations, customers and employee relations of any Seller or any Affiliate of such Seller (F) result in including the Acquired Companies and the Acquired Company Subsidiaries). To the extent any material is withheld due to a waiver claim of attorney-client privilege, work product doctrine confidentiality or similar privacy, Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to give Buyer a list identifying the nature of such items and stating the nature of claim of privilege, confidentiality or privacy. The Disclosing Party will use commercially reasonable efforts All requests for access or information pursuant to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 4.2 shall be directed to such Person or anything Persons as Sellers shall designate. Any information obtained by Buyer and by the officers, employees and other representatives of Buyer with respect to Sellers and their Affiliates shall be subject to the contrary terms and conditions set forth in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement terms and conditions of which are incorporated herein by reference. Sellers shall permit Buyer and representatives of Buyer to consult with Milliman and to have access to Milliman for the purpose of performing work requested by Buyer (to the extent Milliman agrees to provide such consultation or additional confidentiality work to Buyer). Buyer shall pay all of the fees and expenses incurred by Sellers and their Affiliates in connection with any such consultation or joint defense agreement between the Company and Parentwork performed by Milliman. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From During the date hereof until Interim Period, to the Effective Time or extent permitted by applicable Law and contracts, and subject to the earlier termination reasonable restrictions imposed from time to time upon advice of this Agreement in accordance with counsel, Company shall, and shall cause each of Company Subsidiaries to, afford to Parent and its terms, Representatives reasonable access during normal business hours and upon reasonable prior noticeadvance notice to all of their respective properties, offices, books, contracts, personnel and records to the extent relating to the Sale Subsidiaries and, during such period, Company shall, and shall cause each of the Company Subsidiaries to afford to, furnish reasonably promptly to Parent and Parent’s its Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to 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 Laws, and (ii) all other relevant information (financial or otherwise) concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, Sale Subsidiaries as Parent may reasonably request request; provided that in connection with no event shall Parent or its Representatives have the Merger right to conduct invasive environmental sampling or testing of any kind. No representation or warranty as to the accuracy of information provided pursuant to this Section 7.2(a) is made, and Parent may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article 4, and no investigation under this Agreement. From Section 7.2(a) or otherwise shall affect any of the date hereof until the Effective Time or the earlier termination representations and warranties of Company contained in this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each or any condition to the obligations of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and Parties under this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, by this Section 7.2(a) to provide Parent or its Representatives with access to or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would disclose information (A) disrupt or impair in any material respect that is subject to the business or operations terms of a confidentiality agreement with a third party entered into prior to the date of the Disclosing Party Original Merger Agreement or any entered into after the date of its Subsidiariesthe Original Merger Agreement in the ordinary course of business consistent with past practice (if Company has used commercially reasonable efforts to obtain permission or consent of such third party to such disclosure), (B) constitute a violation the disclosure of which would violate any Contract with respect Law applicable to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which Company, the Disclosing Party Company Subsidiaries or any of its Subsidiaries is a partytheir Representatives, or (C) constitute a violation of that is subject to any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilegeclient, attorney work product doctrine or similar privilegeother legal privilege or would cause a risk of loss of privilege to Company or the Company Subsidiaries. The Disclosing Party Parent will use its commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances minimize any disruption to the businesses of Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Prior to the Effective Time, Parent shall not, and shall cause its respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which Company or any Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of Company and the Company Subsidiaries or this Agreement and the transactions contemplated hereby without the prior written consent of Company (provided that, for the avoidance of doubt, nothing in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything 7.2(a) shall be deemed to restrict Parent and its Representatives and Affiliates from contacting such parties in pursuing the contrary business of Parent operating in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentordinary course). (b) The Confidentiality Agreement dated as Parent will hold, and will cause its Representatives and Affiliates to hold, (i) any nonpublic information relating to Company, Company LP, IPT Holdco, the BTC Entities and Black Creek Group and its Affiliates, including any such information exchanged pursuant to this Section 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) , which shall remain in full force and effect with respect to such information pursuant to the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive terms thereof notwithstanding the execution and delivery of this Agreement or the termination thereof and (ii) until the Effective Time, all other nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall apply remain in full force and effect with respect to all such information furnished thereunder pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or hereunderthe termination thereof.

Access to Information; Confidentiality. Subject to applicable Laws relating to the exchange of information (a) From the date hereof until the Effective Time or the earlier termination including, but not limited to, any Antitrust Law), each of this Agreement in accordance with its terms, upon reasonable prior notice, the Company and Parent shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent the other party and Parent’s Representatives its representatives reasonable access during normal business hours to the Company or the Company all of its and its Subsidiaries’ officersproperties, propertiescommitments, books, Contracts, books records and records. The correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives and each of the Company and Parent shall furnish promptly to Parent the other (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal Federal or state securities Laws (other than any public filing with the SEC made via the SEC’s ▇▇▇▇▇ filing system) and a copy of any communication (including “comment letters”) received by the Company or Parent, as the case may be, from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the its and its Subsidiaries’ business, properties and personnel as Parent or the Company, as the case may be, may reasonably request. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of May 23, 2008, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent and the Company and each of their Representatives shall hold information received from the Company Subsidiaries, other pursuant to this Section 5.7 in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement confidence in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each the terms of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Confidentiality Agreement. Notwithstanding the foregoing provisions of No investigation, or information received, pursuant to this Section 6.7(a), 5.7 will modify any of the representations and warranties of the Company or Parent. Neither Company nor Parent, as applicable (the “Disclosing Party”)nor any of their Subsidiaries, shall not be required to, to provide access to or to disclose information where such access or disclosure would, based on the advice of counsel, cause any the attorney-client privilege of such party or its Subsidiaries toto be inapplicable or violate, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect respect, any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the business or operations date of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilegethis Agreement. The Disclosing Party will use commercially reasonable efforts to parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries its Subsidiaries, to afford (i) provide to Parent and Parent’s its Representatives access at reasonable access during times (including normal business hours hours) upon prior notice to the Company or the Company Subsidiaries’ officers, employees, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel records of the Company and its Subsidiaries, (ii) furnish promptly such information concerning the Company Subsidiaries, in each case, and its Subsidiaries as Parent may reasonably request request, including updates concerning the Material Litigation and copies of all material pleadings or other material documents, in connection each case that are filed with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shallany applicable court, and shall cause each copies of the Parent Subsidiaries to afford to all material written communications exchanged between the Company and any adverse party in the Company’s Representatives reasonable access during normal business hours Material Litigation with respect to such Material Litigation, and (iii) keep Parent or promptly informed of any material developments regarding the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this AgreementMaterial Litigation. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant provide such access if or disclosure to the Disclosing Party extent it reasonably determines that it such access or disclosure would (A) unreasonably damage the Company’s properties or assets or disrupt or unreasonably impair in any material respect the business or operations of the Disclosing Party or any of Company and its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which . Nothing herein shall require the Disclosing Party Company or any of its Subsidiaries is a party, to disclose information to the extent such disclosure (CA) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) would result in a waiver of or would reasonably be expected to materially weaken a claim for attorney-client privilege, settlement discussion privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts , (B) would cause competitive harm to make appropriate substitute disclosure arrangements under circumstances in which the restrictions business of the preceding sentence apply. Without limiting Company or its Subsidiaries if the generality transactions contemplated by this Agreement are not consummated or (C) would violate any applicable Law or any confidentiality obligation of such party existing as of the other provisions of date hereof. No investigation conducted pursuant to this Section 6.7 6.3 shall affect or anything be deemed to the contrary in Section 6.15qualify, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, modify or subject to such other similar restrictions mutually agreed to limit any representation or warranty made by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality in this Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2011 (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26), 2022 between Parent and the Company with respect to the information disclosed under this Section 6.3. (c) Nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, rights to conduct or cause to be conducted any invasive environmental testing or sampling of the “Clean Team Agreement”current or former operations or facilities of the Company or any of its Subsidiaries without the prior written consent of the Company in its sole discretion. (d) Nothing contained in this Agreement shall survive give Parent, directly or indirectly, rights to control or direct the execution operations of the Company and delivery its Subsidiaries’ before the Offer Acceptance Time. Before the Offer Acceptance Time, the Company shall, consistent with the terms and conditions of this Agreement Agreement, exercise complete control and shall apply to all information furnished thereunder or hereundersupervision over the operations of the Company and its Subsidiaries.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeto the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of the its and each Company Subsidiaries to afford Subsidiary's Representatives to, (i) provide to Parent and Parent’s 's Representatives access, at reasonable access during normal business hours times upon prior notice, to the Company or the Company Subsidiaries’ officers, employees, agents, properties, Contracts, offices and other facilities and books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information concerning the business, properties and personnel records of the Company and the Company Subsidiaries, in each caseand (ii) furnish promptly such information concerning the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies 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. Notwithstanding the foregoing, the Company may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to the Company requires the Company or any Company Subsidiary to restrict or prohibit such access to any such Properties or information, (B) Parent's access to the information would breach the Company's confidentiality obligations to a third party (provided that upon Parent's reasonable request the Company shall use its reasonable efforts to obtain such third party's consent to permit Parent access to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in connection the loss of the Company's or any Company Subsidiary's attorney-client privilege. Subject to compliance with the Merger and this Agreement. From applicable Laws, from the date hereof of this Agreement until the Effective Time or earlier of the earlier termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent to meet with one or more Representatives of Parent to discuss any material changes or developments in accordance with its terms, upon reasonable prior noticethe operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and the Company Subsidiaries. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each Parent Subsidiary and each of the its and each Parent Subsidiaries to afford Subsidiary's Representatives to, (i) provide to the Company and the Company’s 's Representatives access, at reasonable access during normal business hours times upon prior notice, to Parent or the Parent Subsidiaries’ officers, employees, agents, properties, Contracts, offices and other facilities and books and records in each case relating solely to the SpinCo Businessof Parent and Parent Subsidiaries, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall and (ii) furnish promptly to the Company all relevant such information concerning the business, properties properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and personnel all other workpapers and studies relating to Taxes, personnel, internal financial statements and other aspects of Parent and the Parent Subsidiaries as the Company or the Company's Representatives may reasonably request. Notwithstanding the foregoing, Parent may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to Parent requires Parent or any Parent Subsidiary to restrict or prohibit such access to any such Properties or information, (B) the Company's access to the information would breach Parent's confidentiality obligations to a third party (provided that upon the Company's reasonable request Parent shall use its reasonable efforts to obtain such third party's consent to permit the Company access to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the loss of Parent's or any Parent Subsidiary's attorney-client privilege. 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, Parent shall confer from time to time as reasonably requested by the Company to meet with one or more Representatives of the Company to discuss any material changes or developments in the operational matters of Parent and each Parent Subsidiary and the general status of the ongoing operations of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a). (c) The parties hereto acknowledge that Parent, the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines and Stanford have previously executed that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the certain Mutual Confidentiality Agreement, effective April 1, 2006 (as Amended from time to time, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “"Confidentiality Agreement”) "), which shall continue in full force and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereundereffect in accordance with its terms.

Access to Information; Confidentiality. (a) From The Company shall, and the date hereof until Company shall cause the Effective Time or Subsidiaries to, afford to NESR and its accountants, counsel, financial advisors, directors, officers and employees reasonable access, during normal business hours upon reasonable notice throughout the period prior to the earlier of NESR Closing and the termination of this Agreement in accordance with its termsthe terms hereof, upon reasonable prior noticeto the Company’s and the Subsidiaries’ respective books, financial information (including working papers and data in the Company shallpossession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and shall cause each “management letters” from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to afford the extent required for the purposes of monitoring the financial performance of the Company, preparing for the transition of the ownership of the Company to Parent and Parent’s Representatives reasonable access NESR or preparing the Proxy and, during normal business hours to such period, shall furnish as soon as reasonably practicable such information in the possession or control of the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to 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 and (ii) all other relevant information Subsidiary concerning the businessbusinesses, properties and personnel of the Company and the Company Subsidiaries, in each case, Subsidiaries as Parent may NESR shall reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsfor any such purpose; provided, upon reasonable prior noticehowever, Parent shall, and such investigation shall cause each of the Parent Subsidiaries to afford to the Company and not disrupt the Company’s Representatives reasonable access operations in any material manner. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with NESR during normal business hours and upon reasonable notice and then only to Parent the extent that it will not and is not reasonably likely to disrupt the Company’s operations in any material manner. All information provided to, or obtained by, the Purchaser, the Company, or the Parent Subsidiaries’ officers, properties, Contracts, books and records Selling Stockholders in each case relating solely relation to the SpinCo Businesssubject matter of, SpinCo Assetsand negotiations leading to, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly this Agreement, including but not limited to the Company all relevant information concerning terms of this Agreement, shall be considered “Confidential Information” and kept strictly confidential by the business, properties Parties; provided that the Purchaser and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely disclose such information as is necessary: (i) to fulfill the Condition; or (ii) to include in connection with the SeparationProxy. No information provided to or obtained by the Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to the Purchaser (including the Purchaser’s right to any damages), or the warranties of, or the conditions to the obligations of, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentParties. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.