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 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 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 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 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 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 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. (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 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. (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 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 7.01, 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’ Company’s officers, employees, agents, properties, Contractsbooks, books Contracts and records. The records (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions that occurred prior to the date hereof or were made in accordance with the terms of this Agreement) 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 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 Company; provided further, however, that the Company shall not be obligated to provide such access or any of information if the Company determines, in its Subsidiariesreasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment, (Bii) constitute a violation jeopardize the protection 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 an attorney-client privilege, attorney work product doctrine protection or similar privilegeother legal privilege or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information. The Disclosing Party will In any such event, the Company shall use commercially its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances communicate, to the extent feasible, the applicable information in which a way that would not violate applicable Law, Judgment or obligation or risk waiver of such 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 5.05 shall be directed to the restrictions executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the terms of the preceding sentence apply. Without limiting the generality letter agreement dated as of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15November 8, the Disclosing Party2016, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information by 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 among the Company and ParentFresenius Kabi USA, 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 LLC (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. 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 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 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 notice, the Company shall, shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), 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 shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or the Parent Representatives may reasonably request. No investigation pursuant to this Section 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and Parent’s Representatives reasonable access during normal business hours shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Subsidiaries’ officers, properties, Contracts, books and recordsRepresentatives may reasonably request. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the requirements parties herein or the conditions to the obligations of federal or state securities Laws and a copy of any communication the parties hereto. (including “comment letters”c) received by the Company from the SEC concerning compliance with securities Laws The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (iib) 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 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 Confidential Non- Disclosure Agreement (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 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 (Company. Anything contained in the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26to the contrary notwithstanding, 2022 between Parent and the Company (the “Clean Team Agreement”and Parent hereby agree that each such party may issue press release(s) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereundermake other public announcements in accordance with Section 5.14.

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. 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 Except as (i) would result in the loss or waiver of any attorney-client, work product or other applicable privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in the loss or waiver of any applicable privilege), or (ii) would violate applicable Law (provided that the Company shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of applicable Law), from the date hereof until of this Agreement to the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the Company shallwill, and shall will cause each Company Subsidiary and 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’ their respective directors, officers, propertiesemployees, Contractsaccountants, books and records. The Company shall furnish promptly to Parent (i) a copy of each reportconsultants, schedule legal counsel, advisors, agents and other document filed or submitted by it pursuant representatives, (collectively, “Representatives” and, with respect 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 the “Company Representatives”) to: (A) provide to Parent may reasonably request in connection with and Merger Sub and their respective Representatives (the Merger “Parent Representatives”) 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 Financing Sources through their respective officers, employees and the Company’s Representatives Representatives, reasonable access at reasonable times during normal business operating hours upon prior notice to Parent or the Parent Subsidiaries’ officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, Contracts, books assets, liabilities, personnel and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to other aspects of the Company all relevant information concerning the business, properties and personnel of Parent and the Company Subsidiaries as Parent Subsidiaries, in each case, as or 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 Parent Representatives or any of its Subsidiariesthe Financing Sources may reasonably request; provided, (B) constitute a violation of that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any Contract with respect to confidentiality representation or non-disclosure obligations owing to a third party (including any Governmental Entity) to which warranty made by the Disclosing Party Company herein or any of its Subsidiaries is a partythe conditions to the obligations of the parties hereto under this Agreement; provided, (C) constitute a violation further, that any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result the Company. The information referred to 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 previous 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 dated May 9, 2017, as amended, by and between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”). (b) and Nothing contained in this Agreement will give Parent or Merger Sub, directly or indirectly, the Clean Team Confidentiality Agreement dated as right to control or direct the operations of May 26, 2022 between Parent and the Company (prior to the “Clean Team Agreement”) shall survive Effective Time. Prior to the execution Effective Time, the Company will exercise, consistent with the terms and delivery conditions of this Agreement Agreement, complete control and shall apply to all information furnished thereunder or hereundersupervision over its 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 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. Section 5.5.1 Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (a) From which such person shall use its reasonable best efforts to cause the counterparty to waive), 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 their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, and agents and other representatives, including the Receiver (collectively, the “Company Subsidiaries to afford Representatives”) to: (A) provide to Parent and Parent’s Representatives Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) access at reasonable access during normal business hours times upon prior notice to the Company or the Company Subsidiaries’ officers, employees, agents, properties, Contracts, offices and other facilities of such party and its subsidiaries and to the books and records. The Company shall records thereof and (B) 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 business, properties properties, contracts, assets, liabilities, personnel 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 request. No investigation conducted pursuant to this Section 5.5 shall affect or be deemed to modify or limit any representation or warranty made in connection with the Merger and this Agreement. From . Section 5.5.2 With respect to the date hereof until information disclosed pursuant to Section 5.5.1, the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shallparties shall comply with, and shall cause each their respective Representatives to comply with, all of their respective obligations under 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 Confidentiality Agreement previously executed 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 letter agreement dated as of May 26September 23, 2022 2003 entered into between the Company, the Receiver and Parent and the Company (the “Clean Team Exclusivity Agreement”) shall survive ). Section 5.5.3 Notwithstanding anything to the execution and delivery of this contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound (including the Confidentiality Agreement and the Exclusivity Agreement), the parties acknowledge and agree that any obligations of confidentiality contained herein and therein shall not apply to the tax treatment and tax structure of the Merger and any related transactions (the “Transactions”), all information furnished thereunder within the meaning of Treasury Regulations Section 1.6011-4; provided however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Transactions, including a confidential communication with its attorney or hereundera confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code, is not intended to be affected by the foregoing.

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 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 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 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 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 afford to Parent and Parent’s Representatives representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ Company’s officers, employees, properties, Contractsbooks, books Contracts and records. The records and the Company shall furnish reasonably promptly to Parent (i) a copy of each report, schedule and such 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, its business 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 (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 Company); provided, however, that the Company shall not be obligated to provide such access or any information if (a) the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or an 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) so long as the Company shall have used reasonable best efforts to which obtain the Disclosing Party or any consent of its Subsidiaries is a partysuch third party to such access, (C) constitute a violation jeopardize 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 or similar privilege. The Disclosing Party will use commercially reasonable efforts expose the Company to make appropriate substitute risk of liability for disclosure arrangements under circumstances in which of sensitive or personal information or (b) such information relates to or includes the restrictions evaluation, deliberations or minutes of the preceding sentence applyCompany Board (or any committee thereof) related to the Transactions or any materials provided to the Company Board (or any committee thereof) in connection therewith. Without Until the Effective Time, the information provided will be subject to the terms of the Confidentiality Agreement, dated as of the date of this Agreement, by and between the Company and Apollo Management VIII, L.P. (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the generality of the other provisions foregoing, Parent shall not, and shall cause its representatives not to, use such information for any purpose unrelated to the consummation of the Transactions. No investigation, or information received, pursuant to this Section 6.7 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 6.6 will modify any of the other Party, or subject to such other similar restrictions mutually agreed to by representations and warranties of the Company and Parentherein. The Company hereby releases Apollo Management VIII, and subject to any amendment, supplement or other modification to L.P. from all of its obligations under the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement Apollo Management VIII, L.P., dated as of May 26October 23, 2022 between Parent 2013 (as amended, the “Existing Confidentiality Agreement”)), and the Company (agrees that Apollo Management VIII, L.P. shall have no further liability under the “Existing Confidentiality Agreement”) 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. (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 noticenotice to the Company, the Company shall, shall (and shall cause each the Company Subsidiaries and the officers, directors and agents of the Company Subsidiaries to and each Company Subsidiary to) afford to Parent Parent’s officers and Parent’s other authorized Representatives reasonable access access, during normal business hours throughout the Pre-Closing Period, to the Company or the Company Subsidiaries’ its officers, agents, properties, Contractsbooks, books Contracts and records. The Company shall furnish promptly , and, with the Company’s consent (such consent not to Parent (i) a copy of each reportbe unreasonably withheld, schedule and other document filed conditioned or submitted by it pursuant delayed), 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 employees of the Company and the Company Subsidiaries; 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. None of the Company, any Company Subsidiary and any Representative of the Company shall be required to provide access to or to disclose information where such access or disclosure would (i) contravene any Applicable Law, Contract of the Company or any Company Subsidiary or Order or (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege provided that (A) the Company, each caseCompany Subsidiary and each of their Representatives have taken all reasonable steps to provide access to or to disclose such information on a basis that does not contravene Applicable Law, Contract or Order or to preserve or waive the Company’s privilege with respect thereto and (B) such access and information shall be granted or made available, as applicable, to external counsel for Parent may reasonably request in connection (subject to external counsel entering into a customary common interest agreement 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 termsCompany, upon reasonable prior notice, on terms mutually agreeable to 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 No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.04 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement made by the Company contained herein, the conditions to the obligations of May 26the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, 2022 between Parent nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. (c) Each of Parent, Merger Sub and the Company (hereby agrees that all information provided to it or any of its Representatives by the “Confidentiality Agreement”) and Company or any of its Representatives, on the Clean Team Confidentiality Agreement dated as of May 26one hand, 2022 between or Parent and Merger Sub, on the Company (the “Clean Team Agreement”) shall survive the execution and delivery of other hand, in connection with this Agreement and the consummation of the Transactions shall apply be deemed to all information furnished thereunder or hereunderbe provided under, and shall be treated in accordance with, the Confidentiality Agreement.

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. (a) From Upon reasonable prior notice and subject to applicable Law, from the date hereof until the Effective Time or earlier to occur of the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeSection 10.01 and the Merger Effective Time, the Company shall, and shall cause each the Company Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Company Subsidiaries to afford Parent, following notice from Parent to Parent and Parent’s Representatives the Company in accordance with this Section 8.02, reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, employees, agents, properties, offices, plants and other facilities, 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 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 terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to afford to foregoing 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”), Subsidiaries shall not be required to, or obligated to cause disclose any of its Subsidiaries to, grant such access information if the Disclosing Party reasonably Company, in its reasonable judgment, determines that it doing so 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 violate any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (Eii) result in the disclosure loss of any trade secrets, attorney-client privilege with respect to such information or (Fiii) result in a waiver breach of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts an agreement to make appropriate substitute disclosure arrangements under circumstances in which the restrictions Company or any of the preceding sentence applyCompany Subsidiaries is a party. 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 three (3) Business Days prior written notice thereof, and subject 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 amendmentsuch inspection. No investigation pursuant to this Section 8.02 or information provided, supplement made available or other modification delivered to Parent pursuant to this Section 8.02 shall affect any representations or warranties made herein or the conditions to the Confidentiality Agreement, obligations of the Clean Team Agreement or additional confidentiality or joint defense agreement between respective parties to consummate the Company and ParentMerger. (b) The Confidentiality Agreement Prior to the Merger Effective Time, all information obtained by Parent pursuant to this Section 8.02 shall be kept confidential in accordance with the confidentiality agreement dated as of May 26March 23, 2022 2007 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 terms, upon reasonable prior noticeextent permitted by applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to to, afford to Parent and Parent’s its Representatives reasonable access during normal business hours and upon reasonable advance notice to all of its and their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, the Company or shall, and shall cause each of the Company Subsidiaries’ officersSubsidiaries to, properties, Contracts, books and records. The Company shall furnish reasonably 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 its business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request request, including the information set forth in connection with Section 6.4 of the Merger and this AgreementCompany Disclosure Letter. From Subject to the date hereof until terms of the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeTenant Leases, Parent shall, and shall cause each of have the Parent Subsidiaries right to afford to the Company and the Company’s Representatives such reasonable access during normal business hours and upon reasonable advance notice in order to Parent prepare or the Parent Subsidiaries’ officerscause to be prepared surveys, propertiesinspections, Contractsengineering studies, books environmental assessments and records in each case relating solely to the SpinCo Businessother tests, SpinCo Assets, SpinCo Liabilities examination or SpinCo Employees. Parent shall furnish promptly studies with respect to the Company all relevant information concerning the businessProperties that Parent deems to be reasonably necessary, properties and personnel of Parent and the Parent Subsidiaries, in each case, so long as the Company may reasonably request solely in connection such access does not unduly interfere with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions Company’s ordinary conduct 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 Parentbusiness. (b) The Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement dated as Agreement. (c) Each of May 26, 2022 between Parent and the Company (and Parent agree to give prompt written notice to the “Confidentiality Agreement”) and other upon becoming aware of the Clean Team Confidentiality Agreement dated as occurrence or impending occurrence of May 26, 2022 between Parent and any event or circumstance relating to it or any of the Company Subsidiaries or the Parent Subsidiaries, respectively, which (i) would be reasonably likely to have, individually or in the “Clean Team Agreement”aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or (ii) if unremedied by the Company Merger Effective Time, would cause or constitute a material breach of any of its representations, warranties or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same; provided, however, that no such notification shall survive affect the execution representations and delivery warranties of this Agreement and shall apply any party or relieve any party of any breach of any such representation or warranty or affect the remedies available to all information furnished thereunder or the party receiving notice 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 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 its Subsidiaries to to, afford to Parent and Parent’s Representatives representatives, and Parent’s financing sources, reasonable access during normal business hours to all of the Company’s and its Subsidiaries’ properties, books, Contracts, commitments, records and correspondence (in each case, whether in physical or electronic form, and including all material environmentally related audits, studies, reports, analyses, and results of investigations performed with respect to the currently or previously owned, leased or operated properties of the Company or any of its Subsidiaries), officers, employees, accountants, counsel, financial advisors and other Representatives and to all other information concerning the Company Company’s and its Subsidiaries’ officersbusiness, properties, Contracts, books properties and records. personnel as Parent may reasonably request. (b) 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 Laws. (iic) all other relevant information concerning Except for disclosures permitted by the businessterms of the Confidentiality Agreement, properties and personnel dated as of March 7, 2005, between the Company and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold information received from the Company Subsidiaries, pursuant to this Section 5.6 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 Confidentiality Agreement as if Parent Subsidiaries to afford were a party to the Confidentiality Agreement. (d) The Company shall permit Parent and Parent’s environmental consultant, to conduct investigations (including investigations known as “Phase I” environmental site assessments and compliance audits) of the Company’s Representatives reasonable access during normal business hours to Parent environmental conditions of any real property owned, operated or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities leased by or SpinCo Employees. Parent shall furnish promptly to for 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 and the operations conducted thereat (subject to any limitations contained in valid, previously executed leases). Any such environmental investigations shall be conducted by a partyqualified environmental consulting firm, (C) constitute a violation possessing reasonable levels of any insurance, in compliance with 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 Laws and 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 manner that minimizes the restrictions disruption of the preceding sentence apply. Without limiting the generality operations 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 its Subsidiaries. Notwithstanding any other provision of this Agreement, neither Parent nor Parent’s environmental consultant shall conduct any invasive testing (including, but not limited to, the sampling of any building materials, soil, groundwater or other environmental media) without the prior written consent of the Company. (e) In order to assist with obtaining the Financings, the Company shall, and subject to any amendmentthe Company shall cause its Subsidiaries to, supplement or other modification to the Confidentiality Agreementprovide such assistance and cooperation as Parent and its Affiliates may reasonably request, the Clean Team Agreement or additional confidentiality or joint defense agreement between including (i) making senior management of the Company and Parentits Subsidiaries reasonably available for lender or proposed financing source meetings, and (ii) cooperating with prospective lenders and their advisors in performing their due diligence. (bf) The Confidentiality Agreement dated as No investigation, or information received, pursuant to this Section 5.6 will modify any of May 26, 2022 between Parent the representations and warranties of 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 hereunderparties 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 terms, upon Upon reasonable prior notice, each of Parent and the Company shall, shall (and shall cause each of the Company its Subsidiaries to to) (i) afford to the officers, employees, accountants, counsel, financial advisors and other representatives, and any potential debt or equity financing sources of Parent and Parent’s Representatives reasonable access or any other direct or indirect third party co-investor in Canada Sub, Bid Sub, Merger Sub or the Surviving Company, access, during normal business hours during the period before the earlier of the termination of this Agreement and the Effective Time, to the Company or the Company Subsidiaries’ officers, all its properties, Contractsbooks, books contracts, records 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 officers and (ii) during such period, make available all other relevant information concerning the its business, properties and personnel of the Company and the Company Subsidiariespersonnel, in each case, as Parent such other party may reasonably request request. Notwithstanding anything in connection with the Merger and this Agreement. From the date hereof until the Effective Time Section 7.2 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 Section 7.3 to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officerscontrary, 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 neither party nor any of its Subsidiaries to, grant shall be required to provide access to or to disclose information where such access if or disclosure would jeopardize any legally recognized privilege applicable to such information or violate or contravene any applicable Laws or binding agreement entered into before the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations execution 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 this Agreement (including any Governmental Entity) Laws relating to which privacy). The parties shall use commercially reasonable efforts to take appropriate actions as are necessary to permit disclosure, including entering into a joint defense agreement or other arrangement to avoid loss of 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 , including adopting additional specific procedures to protect the generality confidentiality of the other provisions certain sensitive material and to ensure compliance with applicable Law, and, if necessary, restricting review of this Section 6.7 or anything certain sensitive material to the contrary in Section 6.15, the Disclosing Party, after consultation with its receiving party’s financial advisors or outside legal counsel, may reasonably designate competitively sensitive . No information and documents as “Outside Counsel Only Information,” and such information and documents or knowledge obtained in any investigation under this Section 7.2 shall only affect or be provided deemed to the outside legal counsel of the other Party, modify any representation or subject to such other similar restrictions mutually agreed to warranty made 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 Parentparty hereunder. (b) The parties shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, which Confidentiality Agreement dated will remain in full force and effect as provided under Section 10.5(a) up to and until the Closing; provided, however, that notwithstanding the foregoing, Parent shall be permitted to share any such information with any potential debt or equity financing sources of May 26Parent or any other direct or indirect third party co-investor in Canada Sub, 2022 between Parent Bid Sub, Merger Sub or the Surviving Company, subject to such party agreeing to hold such information in confidence to the extent required by, and in accordance with, the Company (provisions of the “Confidentiality Agreement”) and . The parties agree that the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and shall terminate immediately upon the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderClosing.

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 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 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 commitments, personnel and records. The records as Parent may from time to time reasonably request, and, during such period, the Company shall furnish promptly to Parent (ix) 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 (iiy) 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 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 If any of the Parent Subsidiaries information or material furnished pursuant to afford this Section 5.02 includes materials or information subject 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 any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters, and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable 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 All 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 Parentthat is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and subject to any amendment, supplement or other modification under the joint defense doctrine. Prior to the Confidentiality AgreementEffective Time, Parent and its Representatives shall not have the Clean Team Agreement right to conduct environmental testing or additional confidentiality sampling at any of the facilities or joint defense agreement between properties of the Company and Parentor its Subsidiaries. (b) The Parent and the Company shall cooperate with each other and share information during the period prior to the Effective Time or the termination of this Agreement relating to each such party’s capitalization structure for purposes of evaluating whether any adjustment to the Exchange Ratio and Cash Consideration, as contemplated by Section 2.01(d), may be required in order to satisfy the condition in Section 6.01(b) without the requirement of a vote of Parent’s stockholders. (c) Each of Parent and the Company shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Confidentiality Agreement dated as of May 26November 6, 2022 2007 between Parent and the Company (the “Confidentiality Agreement”) and ); provided, however, that the Clean Team restrictions set forth in Section 9 of the Confidentiality Agreement dated as shall be inapplicable with respect to any of May 26the transactions set forth in this Agreement or any proposals or negotiations by Parent during the period specified in Section 4.02(d) in connection with its rights described therein. The Confidentiality Agreement, 2022 between Parent and including the Company (restrictions set forth in Section 9 of the “Clean Team Confidentiality Agreement”) , shall survive the execution and delivery any termination of this Agreement. 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 or the conditions to all information furnished thereunder or hereunderthe Closing, in each case, contained in this 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 termsClosing Date, upon reasonable prior notice, the Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s its Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contractsassets, offices, 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 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, Subsidiaries and shall cause each of the furnish Parent Subsidiaries to afford with such financial, operating and other data and information relating to the Company and its Subsidiaries as the Parent may reasonably request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Company’s Representatives reasonable access during normal business hours personnel and in such a manner as not 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 unreasonably interfere 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 normal 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 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 Notwithstanding anything to the contrary in Section 6.15this Section, neither the Disclosing PartyCompany nor any of its Subsidiaries shall be required to disclose any information to Parent or its Representatives if legal counsel for the Company reasonably determines that such disclosure would (a) be subject to any attorney-client or other legal privilege or immunities, after consultation with its outside legal counselor (b) contravene any Law; provided, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (a) or (b) above, 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 thereafter the Company and Parent, and subject Parent shall reasonably cooperate to any amendment, supplement cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or other modification contravene the applicable Law. Prior to the Confidentiality AgreementClosing, Parent shall not and shall cause its Affiliates and its and their Representatives not to use any information obtained pursuant to this SECTION 5.5 for any purpose unrelated to the Clean Team Agreement or additional confidentiality or joint defense agreement between Merger and the Company and Parenttransactions contemplated hereby. (b) The Confidentiality Parent and Merger Sub shall hold all documents and other information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with this Agreement or the transactions contemplated hereby in accordance with the Mutual Confidential Disclosure Agreement, dated as of May 26June 10, 2022 2023, by and between Parent and the Company and Parent (the “Confidentiality Agreement”) and the Clean Team ), which Confidentiality Agreement dated as shall remain in full force and effect in accordance with its terms. No investigation pursuant to this SECTION 5.5 or information or notification provided or received by Parent pursuant to this Agreement will affect any of May 26, 2022 between Parent and the representations or warranties of the Parties contained in this Agreement (or the Company (Disclosure Schedule) or prejudice the “Clean Team Agreement”) shall survive the execution rights and delivery remedies of this Agreement and shall apply to all information furnished thereunder Parent or Merger Sub hereunder.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement until the earlier to occur of the Merger Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticethe terms set forth in Article VIII, the Company shall, and shall cause each its Subsidiaries to, afford to the Parent and Representatives of the Parent reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours or any Subsidiary thereof, to the Company or the Company Subsidiaries’ officers, employees, accountants, agents, properties, Contractsoffices, 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 facilities and to the requirements of federal or state securities Laws all books, records, contracts, 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 assets of the Company and its Subsidiaries, and the Company Subsidiariesshall, in each caseand shall cause its Subsidiaries to, furnish promptly to the Parent such other information concerning the business and properties of the Company and its Subsidiaries as the Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in connection with a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to the Parent or the Merger and Sub pursuant to this Agreement. . (b) From the date hereof of this Agreement until the earlier to occur of the Merger Effective Time or the earlier termination of this Agreement in accordance with its termsthe terms set forth in Article VIII, upon reasonable prior notice, the Parent shall, and shall cause each of the Parent its Subsidiaries to to, afford to the Company and the Company’s Representatives of the Company reasonable access during normal access, at reasonable times and in a manner as shall not unreasonably interfere with the business hours or operations of the Company or any Subsidiary thereof, to Parent or the Parent Subsidiaries’ officers, employees, accountants, agents, properties, Contractsoffices, books and records in each case relating solely other facilities and to all books, records, contracts, and other assets of the SpinCo BusinessParent and its Subsidiaries, SpinCo Assetsand the Parent shall, SpinCo Liabilities or SpinCo Employees. Parent and shall cause its Subsidiaries to, furnish promptly to the Company all relevant such other information concerning the business, business and properties and personnel of the Parent and the Parent Subsidiaries, in each case, its Subsidiaries as the Company may reasonably request solely in connection with from time to time. Neither 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 Parent nor any of its Subsidiaries to, grant shall be required to provide access to or disclose information where such access if or disclosure would jeopardize 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 protection of attorney-client privilege, work product doctrine privilege or similar privilege. The Disclosing Party will contravene any law (it being agreed that the parties shall use commercially their reasonable best 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). No investigation shall affect the restrictions of Parent’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything remedies available 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 Company pursuant 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 this 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 this Agreement and shall apply to all All information furnished thereunder or hereunderpursuant to this Section 6.6 shall be kept confidential.

Access to Information; Confidentiality. (a) From Subject to applicable Law and confidentiality agreements, 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, shall (i) cause its Subsidiaries and shall cause each the officers and representatives of the Company and its Subsidiaries and (ii) use reasonable efforts to cause the officers and employees of the Advisor to, afford to the officers, employees and agents of Parent and Parent’s Representatives Purchaser reasonable access during normal business hours (and in such a way as to not unduly interfere with the operation of the businesses of the Company or its Subsidiaries) to the Company Subsidiaries’ officerspersonnel, properties, Contractsoffices, plants 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 its Subsidiaries, in each caseand shall furnish Parent and Purchaser with such financial, operating and other data and information as Parent or Purchaser may reasonably request in connection with the Merger request. (b) Subject to applicable Law and this Agreement. From confidentiality agreements, 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 shallshall (i) cause Purchaser, Parent’s Subsidiaries and shall cause each the officers and representatives of the Parent Parent, Purchaser and Parent’s Subsidiaries to afford to the officers, employees and agents of the Company and the Company’s Representatives reasonable access during normal business hours (and in such a way as to Parent not unduly interfere with the operation of the businesses of Parent, Purchaser or Parent’s Subsidiaries) to the Parent Subsidiaries’ officerspersonnel, properties, Contractsoffices, plants and other facilities, books and records in each case relating solely to the SpinCo Businessof Parent, SpinCo AssetsPurchaser and Parent’s Subsidiaries, SpinCo Liabilities or SpinCo Employees. Parent and shall furnish promptly to the Company all relevant with such financial, operating and other data and information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely request; provided that in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), no event shall Parent be obligated to afford to the Company or Parentsuch officers, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such employees and agents greater 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 personnel, properties, offices, plants and other similar restrictions mutually agreed facilities, books and records than was afforded to by the Company and Parentsuch officers, employees and subject to any amendment, supplement or other modification agents prior to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentdate hereof. (bc) The Confidentiality Agreement dated as of May 26All information obtained by Parent, 2022 between Parent and Purchaser or the Company pursuant to this Section 6.03 shall be kept confidential in accordance with the confidentiality agreement, dated March 10, 2006, as amended on April 14, 2006 (the “Confidentiality Agreement”) ), among Parent, the Company 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 hereunderAdvisor.

Access to Information; Confidentiality. (a) From Solely for the date hereof until purposes of furthering the Effective Time Mergers or for integration planning related thereto, and subject to contractual and legal restrictions applicable to the earlier termination Company or any of this Agreement in accordance with its terms, upon reasonable prior noticeSubsidiaries, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and to the Representatives of Parent’s 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 the earlier termination of this Agreement to all of the Company’s properties, books, contracts, personnel and records; provided, however, that such access does not unreasonably disrupt the normal operations of the Acquired Companies. This Section 5.5(a) shall not require any Acquired Company or allow Parent to perform invasive testing or evaluation (including any Phase II environmental testing) or permit any access, or to disclose any information, that in accordance the reasonable judgment of the Company would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of such Acquired Company’s obligations with respect to confidentiality if such Acquired Company shall have used its termsreasonable best efforts to obtain the consent of such third party to such inspection or disclosure, upon reasonable prior notice(ii) the loss of attorney-client or other legal privilege with respect to such information or (iii) the disclosure of competitively sensitive information in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive (including any Government Contract or Government Bid). If any material is withheld by such Acquired Company pursuant to the preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld. All information exchanged pursuant to this Section 5.5(a) shall be subject to the Mutual Confidentiality and Non-Disclosure Agreement, dated December 14, 2020, between the Company and Parent (the “Confidentiality Agreement”). (b) Solely for the purposes of furthering the Mergers or for integration planning related thereto, and subject to contractual and legal restrictions applicable to Parent or any of its Subsidiaries, Parent shall, and shall cause each of the Parent its Subsidiaries to to, afford to the Company and the Company’s Representatives its Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of Parent’s properties, books, contracts, personnel and records; provided, however, that such access does not unreasonably disrupt the normal operations of the Parent or the Parent its 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 This Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), 5.5(b) shall not be required torequire Parent or allow any Acquired Company to perform invasive testing or evaluation (including any Phase II environmental testing) or 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 Parent would 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 Parent’s obligations with respect to confidentiality if Parent shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (Fii) result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts other legal privilege with respect to make appropriate substitute such information or (iii) the 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 in the case of documents as “Outside Counsel Only Information,” and such information and or portions of documents shall only be provided relating to pricing or other matters that are highly sensitive (including any Government Contract or Government Bid). If any material is withheld by Parent pursuant to the outside legal counsel of the other Partypreceding sentence, or subject to such other similar restrictions mutually agreed to by Parent shall inform the Company and Parent, and as to the general nature of what is being withheld. All information exchanged pursuant to this Section 5.5(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. (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. 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 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 afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ Company’s officers, employees, agents, properties, Contractsbooks, books Contracts and records. The records 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 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 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 Company; provided, further however, that the Company shall not be obligated to provide such access or any information if the Company 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 third-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 or similar privilegeexpose the Company to risk of liability for disclosure of sensitive or personal information. The Disclosing Party will Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use commercially its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances communicate, to the extent feasible, the applicable information in which a way that would not violate the restrictions applicable Law, Contract or obligation or risk waiver of the preceding sentence applysuch privilege. Without limiting the generality of this Section 5.7, from the other provisions date of this Section 6.7 or anything Agreement until the Effective Time, the Company will furnish to the contrary in Section 6.15Parent promptly after becoming available, (i) monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date, as it may prepare for management’s internal use, and (ii) any update of its outlook for the quarter or the balance of the fiscal year, as it may prepare for management’s internal use. Until the Effective Time, 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 provided will be provided subject to the outside legal counsel terms of the other Partyletter agreement, or subject to such other similar restrictions mutually agreed to by the Company and Parentdated as of April 5, and subject to any amendment2012, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement 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 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 the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeSubject to Law, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and Parent’s Representatives representatives reasonable access access, upon reasonable advance notice and during normal business hours hours, during the period prior to the Company or Effective Time, to all its respective properties, books, contracts, commitments, personnel and records and, during such period, 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 their respective 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 all relevant information concerning the its business, properties and personnel of Parent and the Parent Subsidiaries, as may be reasonably requested (in each case, in a manner so as the Company may reasonably request solely to not interfere in connection any material respect with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions normal business operations of this Section 6.7(a), the Company or Parentits Subsidiaries); provided, as applicable (the “Disclosing Party”)however, that Company shall not be required to, or to cause any of its Subsidiaries to, grant permit such access if or make such disclosure, to the Disclosing Party extent that such disclosure or access would reasonably determines that it would be likely to (Ai) disrupt or impair in any material respect violate the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation terms of any confidentiality agreement or other 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, (Eii) result in the disclosure loss of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege(iii) violate any Law. The Disclosing Party will use commercially reasonable efforts Notwithstanding anything contained in this Agreement to the contrary, neither party shall be required to provide any access or make appropriate substitute any disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of to the other provisions of pursuant to this Section 6.7 or anything 7.01 to the contrary in Section 6.15extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the Disclosing Partyone hand, after consultation with and Parent or any of its outside legal counselAffiliates, may on the other hand, are adverse parties. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive information and documents material to be provided to the other under this Section 7.01 as “Outside Counsel Only Information,Material.” Such materials and such information and documents contained therein shall be given only be provided to the outside legal counsel of the other Partyrecipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Company or its legal counsel. All information exchanged pursuant to this Section 7.01 shall be subject to such other similar restrictions mutually agreed to by the Company and Parentconfidentiality agreement, 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 2614, 2022 2014, between Parent and the Company (the “Confidentiality Agreement”) ). Subject to the limitations and restrictions set forth in, and without expanding the Clean Team Confidentiality Agreement dated as obligations of May 26the Parties under, 2022 between this Section 7.01 and Law, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and its Subsidiaries to facilitate the Company (planning of the “Clean Team Agreement”) shall survive integration of the execution parties and delivery of this Agreement and shall apply to all information furnished thereunder or hereundertheir respective businesses after the Closing Date.

Access to Information; Confidentiality. (a) From Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s and its Subsidiaries’ officers, employees and other authorized Representatives reasonable access, during normal business hours from the date hereof until of this Agreement through to the Effective Time or the earlier termination of this Agreement in accordance with Agreement, to its termsemployees, upon reasonable prior noticeproperties, books, contracts and records and, during such period, the Company shall, 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 (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 business, Business and the properties and personnel of the Company and the Company Subsidiaries, in each case, its Subsidiaries as Parent may from time to time reasonably request in connection with request, including, without limitation, the Merger monthly “Executive Business Review” report and this Agreement. From the date hereof until the Effective Time or the earlier termination other similar monthly financial reports 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 its Subsidiaries; provided, however, that the foregoing shall not require the Company to (i) provide access to any information or documents that, in the reasonable judgment of 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 constitute a waiver of the attorney-client privilege held by the Company, or impair (B) violate any applicable Laws; provided, further, however, that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information or documents and take such other action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such information or documents as is necessary to permit disclosure to Parent and Parent’s Representatives or (ii) provide access to any minutes and resolutions of the Company Board (or any authorized committee thereof) adopted after the date hereof, to the extent relating to the evaluation of the transactions contemplated hereby or any alternative transactions, including any Takeover Proposal. Notwithstanding the foregoing, any investigation or consultation taken pursuant to this Section 6.2(a) shall be conducted in any material respect such a manner as not to 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 significant interference with the disclosure prompt and timely discharge by the 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 Parentits Subsidiaries of their normal duties. (b) The Confidentiality Agreement Each of Parent and Sub shall, and shall cause their Representatives to, hold all information furnished to Parent or Sub by or on behalf of the Company or its Subsidiaries, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the Non-Disclosure Agreement, dated as of May 26February 21, 2022 2012, between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team ). The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery any termination of this Agreement and shall apply to all information furnished thereunder or hereunderAgreement.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each Company Subsidiary to, afford to Parent and to the date hereof until officers, employees, accountants, counsel, financial advisors and other Representatives of Parent, reasonable access during normal business hours during the period before 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’ officersSubsidiary to, 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 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 business, properties and personnel as such other party may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the Company and the or any Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this AgreementSubsidiary. 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 This Section 6.02 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), not require the Company or Parent, as applicable (the “Disclosing Party”), shall not be required toany Company 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 would 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 if such party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (Fii) result in a waiver the loss of attorney-client privilege with respect to such information (provided, that each party shall use all reasonable efforts, such as the entry into a joint defense agreement, to permit such access or disclosure without the loss of such privilege) or (iii) in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive, work product doctrine or similar privilegea Governmental Authority alleging that providing such information violates antitrust Law. The Disclosing Party will If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld and use commercially reasonable best efforts to make provide appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyalternative disclosure. 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 6.15Mutual Confidential Disclosure Agreement dated March 1, 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 2023 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 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 each of its Subsidiaries to) afford to Parent and its Representatives and the Debt Financing Sources and their Representatives reasonable access (and taking into account any remote working arrangement of the Company and its Subsidiaries), at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the operations 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 Effective Time or and the earlier termination of this Agreement in accordance with its termsthe terms of Article VII (Termination, upon reasonable prior noticeAmendment and Waiver), to the 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 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 be requested, including any financial statements, other financial data and monthly financial statements within the Merger and time such statements are customarily prepared, and, during such period (it being understood, this Section 5.4(a) shall not require the delivery of financial information not otherwise required to be delivered pursuant to Sections 5.10 or 5.11 of this Agreement. From the date hereof until the Effective Time ); provided, however, that nothing herein (or the earlier termination in Sections 5.10 or 5.11 of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and Agreement) 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 toto disclose any information to Parent, grant such access if Merger Sub, the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party Debt Financing Sources or any of its Subsidiariestheir respective Representatives, if such disclosure would, in the reasonable judgment of the Company, (Ba) constitute a violation cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (b) violate applicable Law or the confidentiality 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 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 the disclosure of any trade secrets, party or (Fc) result in a waiver of jeopardize any attorney-client or other legal privilege; provided, work product doctrine that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not cause significant competitive harm (including by way of redaction), or result in violation of Law or the loss or waiver of such privilege; provided, further, that nothing herein shall authorize Parent or its Representatives or the Debt Financing Sources or their Representatives to undertake any environmental testing involving sampling of soil, groundwater, air or other environmental medium or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions invasive techniques at any of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 properties owned, operated 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 leased by the Company and or its Subsidiaries. Notwithstanding anything herein to the contrary, the Company shall not be required to provide access or make any disclosure to Parent, and subject to Merger Sub, the Debt Financing Sources or any amendment, supplement or other modification of their respective Representatives (i) to the Confidentiality extent that such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties or (ii) regarding matters that relate to the negotiation and execution of this Agreement, including with respect to the Clean Team Agreement consideration or additional confidentiality valuation of the Merger or joint defense agreement between any Alternative Acquisition Proposal or Superior Proposal, in each case, other than as required by the Company and Parentterms of this Agreement. (b) No investigation or access permitted pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause its Representatives and Affiliates (including Merger Sub) not to, use any information obtained pursuant to this Section 5.4 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement (which transactions, for the avoidance of doubt, shall include the Financing). The Confidentiality Agreement dated as of May 26shall apply with respect to information furnished by the Company, 2022 between Parent its Subsidiaries and the Company (Company’s officers, employees and other Representatives hereunder and, if this Agreement is terminated prior to the “Confidentiality Agreement”) and Effective Time, the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent shall remain in full force and the Company (the “Clean Team Agreement”) shall survive effect in accordance with its terms prior to giving effect to the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderAgreement.

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 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. (c) The parties hereto acknowledge that Parent, in each case, as the Company may and Stanford have previously executed that certain Mutual Confidentiality Agreement, effective April 1, 2006 (as Amended from time to time, the "Confidentiality Agreement"), which shall continue in full force and effect in accordance with its terms. (d) The Company shall deliver to Parent a draft of Section 4.3(c)(1) and Section 4.3(c)(2) of the Updated Company Disclosure Schedules no later than five (5) Business Days prior to the proposed Closing Date. (e) Until the Effective Time, the Company shall consult and reasonably request solely cooperate with Parent regarding the Company's implementation of procedures for review and attestation of its internal controls, shall provide Parent and its Representatives with reasonable access to the Company's policies and plans with regard to such review and attestation, and the results of any review and analysis of its internal control systems, and shall reasonably consider in good faith the views of Parent in connection with the Separationimplementation, the Distribution review 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 analysis of the Disclosing Party or any of its SubsidiariesCompany's internal controls , (B) constitute a violation of any Contract and with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any Parent's preparation 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 purchase price allocation in connection with 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 ParentMerger. (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 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 date hereof until to 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 Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, during regular business hours and upon reasonable written request, to give Buyer and its authorized representatives, including counsel, consultants, accountants, auditors and agents, reasonable access to all books, records, offices and other facilities and properties of the Company and each Subsidiary and will cause its officers and those of the Subsidiaries to afford furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company or any Subsidiary as Buyer may from time to Parent time reasonably request; provided, however, that any such access shall not interfere with the businesses or operations of the Company or any Subsidiary and Parent’s Representatives reasonable access during normal that all contacts with the Company's employees will be initially coordinated with the Company's Chief Executive Officer or Chief Financial Officer. (b) Any information provided to or obtained by Buyer pursuant to paragraph (a) above shall be "Confidential Information" under the Confidentiality Agreement, dated December 20, 2001, between the Company and Buyer (the "Buyer Confidentiality Agreement"), and shall be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement, which terms shall be incorporated herein by reference. (c) Except as may be required by applicable law or the rules of the applicable stock exchange, at any time from the date of this Agreement until and including the Effective Time, none of the parties hereto shall issue a press release or public announcement or otherwise make any disclosure concerning this Agreement or the transactions contemplated hereby or the business hours and financial affairs of the Company, without prior written approval by the other party hereto. If any public announcement is required by law or the rules of the applicable stock exchange to be made by any party hereto with respect to the Company or the Company Subsidiaries’ officerstransactions contemplated hereby at any time from the date of this Agreement until and including the Effective Time, propertiesprior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon; provided, Contractshowever, books that a party may, without the prior consent of the other party, issue such press release or make such public announcement as may be required by law or the rules of the applicable stock exchange if it has used its reasonable best efforts to consult with the other party and recordsto obtain the other party's consent but has been unable to do so in a timely manner. (d) At Buyer's sole discretion and expense, Buyer and its representatives shall be entitled to conduct Phase I environmental assessments of each of the Company's facilities. The To facilitate these assessments, the Company shall furnish promptly provide to Parent (i) Buyer and its representatives access to each of its facilities at all reasonable times. At Buyer's sole discretion and expense, Buyer and its representatives shall be entitled to conduct sampling of the soil, groundwater and surface water at the Operating Sites set forth on Schedule 7.2(d); provided that such sampling shall be completed, and a copy of each report, schedule and other document filed or submitted by it pursuant final report on the sampling provided to the requirements of federal or state securities Laws Company, by June 1, 2002; and a copy of provided, further, that, to the extent 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 breach of the Company Company's representations and the Company Subsidiaries, warranties in each case, as Parent may reasonably request Article IV is identified 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)such sampling, the Company or Parent, as applicable (shall have the “Disclosing Party”), shall not be required to, right to cure such breach prior to Closing or to cause any of its Subsidiaries to, grant commit to cure 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 breach 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, timely fashion 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 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. 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 the date hereof until of this Agreement to the Effective Time or the earlier termination of this Agreement and in accordance compliance with its terms, upon reasonable prior noticeapplicable Laws, 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 and records. The Company shall furnish promptly to Parent (i) a copy of each reportauditors, schedule investment bankers, counsel, agents and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication representatives (including “comment letters”"Representatives") 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 Subsidiaries to afford the Representatives of Parent and Merger Sub reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company Subsidiariesand each Subsidiary, and shall furnish Parent and Merger Sub with such financial, operating and other data and information as Parent or Merger Sub, through its officers, employees or agents, may reasonably request. (b) Without limiting the foregoing, (i) Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal (including appraisal of the Company's trademarks and other Intellectual Property) and environmental and engineering inspections of each of the Company's properties. With respect to environmental matters, Parent shall have the right to retain a consultant to undertake environmental assessments of the Property. The Company shall provide access to the Real Property for the conduct of the environmental assessments, and shall provide to the environmental consultant all known and available environmental and worker health and safety information and documentation concerning any environmental matters pertaining to the Company, any of the Subsidiaries or the Property. (ii) The Company shall furnish to Parent the following financial information (all to be prepared in accordance with GAAP consistently applied): (i) as soon as available but in any event within 30 days of each calendar month (or within 45 days of a calendar month that coincides with the end of the Company's fiscal year) the unaudited consolidated balance sheets and income statements of the Company, showing its financial condition as of the close of such month and the results of operations during such month and for the then elapsed portion of the Company's fiscal year, in each case, as Parent may reasonably request setting forth the comparative figures for the corresponding month in connection with the Merger prior fiscal year and this Agreement. From the date hereof until corresponding elapsed portion of the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, fiscal year; (ii) profit and shall cause loss statements for each of the Parent Subsidiaries to afford to Company's sporting goods equipment and licensed products divisions, showing the Company respective financial condition as of the close of such month and the results of operations during such month and for the then elapsed portion of 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's fiscal year, in each case, as setting forth the comparative figures for the corresponding month in the prior fiscal year and the corresponding elapsed portion of the prior fiscal year; and (iii) all documents filed with or submitted to the SEC by the Company may reasonably request solely in connection simultaneously with the Separation, the Distribution and this Agreementsuch filing or submission. Notwithstanding the foregoing provisions of this Section 6.7(a)In addition, 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 promptly notify Parent of any Contract negotiations regarding contracts or licenses 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 partyCompany's Intellectual Property, (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 shall provide Parent with information regarding 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 parties thereto and documents as “Outside Counsel Only Information,” material terms 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 Parentconditions thereof, and subject to any amendment, supplement or other modification to shall promptly update Parent regarding the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentstatus of such negotiations. (bc) The All information obtained by Parent or Merger Sub pursuant to this Section 7.02 shall be kept confidential in accordance with the confidentiality agreement, dated May 9, 2007 (the "Confidentiality Agreement dated as of May 26Agreement"), 2022 between Parent M. Hidary & Company, Inc. and the Company Company. (the “Confidentiality Agreement”d) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) No ▇▇▇▇▇▇▇▇▇tion pursuant to this Section 7.02 or otherwise shall survive the execution and delivery of affect or be deemed to modify any representation or warranty in this Agreement and shall apply to all information furnished thereunder or hereunderof any party hereto.

Access to Information; Confidentiality. (a) From the date hereof until of this Agreement to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, to the extent permitted by applicable Law, upon reasonable prior notice, the Company shall, and shall use its reasonable best efforts to cause each its subsidiaries, officers, Directors and employees to, afford the officers, employees, auditors and other authorized Representatives 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’ its officers, employees, properties, Contractsoffices, and other facilities and to all books and records. The Company , and shall promptly furnish promptly to Parent (i) a copy of each reportwith all financial, schedule operating and other document filed or submitted by it pursuant data and information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the requirements of federal extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as Parent, through its officers, employees or state securities Laws and a copy of any communication (including “comment letters”) received by the Company authorized Representatives, may 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 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, 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. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries, (B) constitute a violation of any Contract with respect subsidiaries shall be required to confidentiality provide access to or non-to disclose information where such access or disclosure obligations owing to a third party (including any Governmental Entity) to which would violate or prejudice the Disclosing Party or any rights of its Subsidiaries is a partyclients, (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 jeopardize 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 apply. Without limiting Company or its subsidiaries or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the generality of the other provisions date 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 Each of May 26, 2022 between 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 May 1, 2015, by and between the Company and Nassau Reinsurance LLC and the Confidentiality Agreement, dated May 21, 2015, by and between the Company and Golden Gate Private Equity, Inc. (together, the “Confidentiality AgreementAgreements”) which Confidentiality Agreements shall remain in full force and the Clean Team effect in accordance with its terms. The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) Agreements shall survive the execution and delivery any termination of this Agreement and shall apply to all information furnished thereunder or hereunderAgreement.

Access to Information; Confidentiality. The Company shall (aand shall cause each of its Subsidiaries to) From 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 (including financial, billing and all other 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 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, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (b) jeopardize any attorney-client or other legal privilege; provided, further, that in each such case, 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 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 shall be kept confidential in connection accordance with the Merger and this Confidentiality Agreement. From Notwithstanding anything herein to the date hereof contrary, the parties hereby agree and acknowledge that the restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the extent required to permit any action contemplated hereby and in accordance herewith and solely until the Effective Time or the earlier any valid 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 Company shall afford to the date hereof until officers, employees, accountants, counsel, potential lenders and other representatives of Parent full access, at all reasonable times during the period prior to the Effective Time or the earlier termination of this Agreement in accordance with its termsTime, upon reasonable prior noticeto all properties, the Company shallbooks, Contracts and shall cause each records of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access 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 (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 Company's 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 shallrequest, and the Company shall cause each make available to Parent the appropriate individuals (including attorneys, accountants and other professionals) for discussions 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 's business, properties and personnel of as Parent may reasonably request. Without limiting the foregoing, the Company shall provide Parent and Merger Subsidiary with access to its books and records so as to enable Parent and Merger Subsidiary to ascertain whether the Company has complied with all covenants herein. Parent Subsidiariesacknowledges that certain of the information which may be made available to it is proprietary and includes confidential information. Prior to the Effective Time and/or seven years after any termination of this Agreement, Parent will hold and will use its commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents (collectively, "Representatives") to hold, in each caseconfidence, as unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the Company may reasonably request solely ("Evaluation Material") furnished in connection with the Separation, the Distribution and transactions contemplated by this Agreement. Notwithstanding In 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 event that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party Parent or any of its SubsidiariesRepresentatives becomes legally compelled (by deposition, (B) constitute a violation of any Contract with respect to confidentiality interrogatory, request for documents, subpoena, civil investigative demand or non-disclosure obligations owing to a third party (including any Governmental Entitysimilar process) to which the Disclosing Party or disclose any of its Subsidiaries the Evaluation Material, Parent shall provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is a partynot obtained, or that the Company waives compliance with the provisions hereof, Parent shall furnish only that portion of the Evaluation Material which Parent is advised by written opinion of counsel is legally required and exercise best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material. The term "Evaluation Material" does not include any information that (Ci) constitute a violation at the time of any applicable Law, disclosure or thereafter is generally available to the public (D) not be reasonably feasible other than as a result of COVID-19 its disclosure directly or any COVID-19 Measuresindirectly by Parent or its Representatives), (Eii) was available to Parent on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not and was not bound by a confidentiality agreement regarding the Company, or (iii) has been independently acquired or developed by Parent without violating any of its obligations under this Section 7.4. At any time upon written request by the Company, Parent shall promptly return to the Company all copies of the Evaluation Material in its possession or in the possession of its Representatives, and Parent will promptly destroy all copies of any analyses, compilations, studies or other documents prepared by or for Parent or its Representatives or for Parent's or their use which reflect or contain any Evaluation Material. Notwithstanding the foregoing, the Company may deny access or disclosure where it determines upon advice of counsel that disclosure could 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 violation by the Company and Parentof state or federal law, 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 provided that the Company and Parentinforms Parent at the time that such a determination has been made. (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 The Company covenants and agrees to afford to Parent and to cause its Subsidiaries to afford to Parent, and its accountants, counsel, financing sources and other representatives, full access, during normal business hours from the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsTime, upon reasonable prior noticeto all properties, the Company shallpremises, books, contracts, records, financial and operating data, projections, forecasts, business plans, strategic plans, management, personnel, accountants, representatives, 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 relating to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent its 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)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 shall be required to provide access to or to disclose information where such access if or disclosure would impose an unreasonable burden on the Disclosing Party reasonably determines that it would (A) disrupt Company, any Subsidiary or impair in any material respect the business or operations employee of the Disclosing Party Company or any such Subsidiary or would violate or prejudice the rights of its Subsidiaries, (B) constitute a violation the customers 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 partySubsidiary, (C) constitute a violation of jeopardize 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 privilegeprivilege or contravene any law, work product doctrine rule, regulation, order, judgment, decree, fiduciary duty or similar privilegebinding agreement entered into prior to the date of this 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 In the generality event of the other provisions termination of this Section 6.7 or anything Agreement, Parent, Acquisition Sub and the Company will deliver to the contrary appropriate party all documents, work papers and other material so obtained before or after the execution hereof and will not themselves use, directly or indirectly, any information so obtained or otherwise obtained from the Company, Parent or Acquisition Sub hereunder, or in Section 6.15connection herewith, and will use their reasonable best efforts to have all such information kept confidential and not used in any way detrimental to the Disclosing PartyCompany, after consultation Parent or Acquisition Sub. The Company agrees to cause its and its Subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate with its outside legal the Parent, Acquisition Sub and their accountants, counsel, may reasonably designate competitively sensitive information financing sources and documents as “Outside Counsel Only Information,” and other representatives in connection with such information and documents shall only be provided to the outside legal counsel investigation of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and its Subsidiaries, including the preparation by Parent, Acquisition Sub and subject to their financing sources of any amendmentoffering memorandum or related documents. No investigation by the Parent or Acquisition Sub heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company, supplement which shall survive any such investigation in accordance with the terms of this Agreement, or other modification the conditions to the Confidentiality Agreement, obligation of 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 Acquisition Sub to consummate the transactions contemplated hereby. The obligations of Parent and Acquisition Sub under this Section 4.3 are in addition to and not in limitation of the obligations of Citicorp Venture Capital, Ltd. under its letter agreement dated May 5, 1999 with The Robi▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇pany, LLC as financial advisor to, and on behalf of the Company (the “"Confidentiality Agreement”) "), and each of Parent and Acquisition Sub hereby agrees to be bound by the Clean Team terms of the Confidentiality Agreement dated to the same extent 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 hereunderthough it were a signatory thereto.

Access to Information; Confidentiality. (a) From To the date hereof until extent permitted by applicable Law and subject to the Effective Time or agreement, dated June 21, 2007, between the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeCompany and Parent (the “Confidentiality Agreement”), the Company shall, and shall cause each the Company Subsidiaries to, afford to the Parent Representatives reasonable access, during normal business hours, to all of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company SubsidiariesEntities’ officers, properties, Contractsbooks, books contracts, commitments, personnel and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule records 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 their business, properties and personnel as Parent or Merger Sub may reasonably request. Parent and Merger Sub shall hold, and shall cause their respective affiliates and the Parent Representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (z) would be materially disruptive to the business or operations of the Company and or its Subsidiaries, provided, that the Company Subsidiariesand Parent shall use commercially reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in clauses (x), in each case, as Parent may reasonably request in connection with (y) and (z). (b) To the Merger extent permitted by applicable Law and this subject to the Confidentiality 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 to, afford to the Company and the Company’s Representatives reasonable access access, during normal business hours hours, to Parent or all of the Parent SubsidiariesEntities’ officers, properties, Contractsbooks, books contracts, commitments, personnel 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 and all relevant other information concerning the their business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely request. The Company shall hold, and shall cause their respective affiliates and the Parent Representatives to hold, any nonpublic information in connection accordance with the Separation, terms of the Distribution and this Confidentiality Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company or Parent, as applicable (the “Disclosing Party”), neither Parent nor any Parent Subsidiary shall not be required to, or obligated to cause provide any of its Subsidiaries to, grant such access if or information to the Disclosing Party reasonably determines extent that it doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (Az) disrupt or impair in any material respect would be materially disruptive to the business or operations of Parent, provided, that Parent and 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 Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances provide such access or information in which a manner that avoids or removes 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 impediments described in Section 6.15clauses (x), 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”y) 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 hereunderz).

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 notice, the Company shall, shall (and shall cause each of the Company’s Subsidiaries to, and shall use reasonable best efforts to cause the Company Subsidiaries Investment Adviser to) afford reasonable access to afford to Parent and Parent’s Representatives reasonable access and Parent External Adviser’s Representatives, in a manner not disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Company Effective Time (or until the Company Subsidiaries’ earlier termination of this Agreement), to the senior officers, advisors, properties, Contracts, books and records. The records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its 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) 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, any of the Company’s Subsidiaries or the Company Investment Adviser to disclose any information to Parent, the Parent External Adviser or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company, the Company Investment Adviser or the Company’s Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which the Company, the Company Investment Adviser or any of the Company’s Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to information furnished by the Company, the Company Investment Adviser, the Company’s Subsidiaries and the Company’s officers, employees and other Representatives hereunder. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries and Acquisition Sub to) afford reasonable access to the Company’s Representatives, in a manner not disruptive to the operations of the business of Parent and its Subsidiaries, in each case, as Parent may reasonably request in connection with during normal business hours and upon reasonable notice throughout the Merger and this Agreement. From the date hereof until period prior to the Effective Time (or until the earlier termination of this Agreement in accordance with Agreement), to the senior officers, 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 (including Acquisition Sub) to) furnish promptly to the Company such Representatives all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiariesits Subsidiaries (including Acquisition Sub), 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 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 require Parent or any of its Subsidiaries (including Acquisition Sub) to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (i) cause significant competitive harm to Parent or its Subsidiaries (including Acquisition Sub) if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a partyparty or (iii) jeopardize any attorney-client, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 attorney work product 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 other legal privilege. No investigation or access permitted pursuant to this Section 6.5(b) shall affect or be deemed to modify any representation or warranty made by Parent or Acquisition Sub hereunder. The Disclosing Party Company agrees that it will not, and will cause its Representatives not to, use commercially reasonable efforts any information obtained pursuant to make appropriate substitute disclosure arrangements under circumstances in which this Section 6.5(b) for any competitive or other purpose unrelated to the restrictions consummation of the preceding sentence applytransactions contemplated hereby. 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 with respect to all information furnished thereunder or by Parent, the Parent External Adviser, its Subsidiaries, Acquisition Sub and Parent’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries, to, afford the officers, employees and agents of Parent and Merger Sub, at their sole cost and risk, reasonable access during normal business hours from the date hereof until through the Effective Time Date (or the earlier termination of this Agreement in accordance with its terms) 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 right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable prior noticenotice to the Company; provided, however, that any investigations of the Company’s facilities or any visits or telephonic communications with the Company’s customers (to extent such customers are not also customers of Parent or a Parent Subsidiary, in which case, the Company shall, and restrictions contained in this sentence shall cause each not apply to communications regarding the business of Parent or such Parent Subsidiary) shall be conducted under 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 supervision 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 appropriate personnel of the Company and or with the prior consent of the Company Subsidiaries(which consent may cover multiple communications and shall not be unreasonably withheld) and in a manner as not to unreasonably interfere with or disrupt the normal operation of the business of the Company. All requests for such access shall be made to such agents of the Company as the Company may designate, in each casewho will be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent, as Parent may reasonably request Merger Sub nor any of their respective representatives shall contact any of the employees, customers, landlords, licensors or suppliers of the Company or any Company Subsidiary in connection with the Merger and this Agreement. From Transactions, whether in person or by telephone, mail or other means of communication, without the date hereof until the Effective Time or the earlier termination specific prior written authorization of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each such agents 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 Agreementdesignate. Notwithstanding the foregoing provisions of this Section 6.7(a), Neither the Company or Parent, as applicable (the “Disclosing Party”), shall not nor any Company Subsidiary will be required to, to afford access or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines disclose information 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 jeopardize attorney-client privilege, work product doctrine contravene any binding agreement with any third party or similar privilegeviolate any Law or regulation. The Disclosing Party parties will use commercially make reasonable efforts to make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous 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 Parentapplies. (b) The provisions of the Confidentiality Agreement dated as of May 26July 30, 2022 2010, between Parent and the Company (the “Confidentiality Agreement”) shall remain in full force and effect in accordance with its terms. Except as otherwise provided herein, if there is a conflict between the Clean Team terms of the Confidentiality Agreement dated as of May 26and this Agreement, 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. (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. The Company shall (aand shall cause each of its Subsidiaries to) From 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 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, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (b) jeopardize any attorney-client or other legal privilege; provided, further, that in each such case, 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 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 shall be kept confidential in connection accordance with the Merger and this Confidentiality Agreement. From Notwithstanding anything herein to the date hereof contrary, the parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the extent required to permit any action contemplated hereby and in accordance herewith and solely until the Effective Time or the earlier any valid 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 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 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 use its reasonable best efforts to cause each its subsidiaries, officers, directors and employees to, afford the officers, employees, auditors and other authorized 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, employees, properties, Contractsoffices, plants and other facilities and to all books and records. The Company , and shall furnish promptly to Parent (i) a copy of each reportwith all financial, schedule operating and other document filed data and information as Parent, through its officers, employees or submitted by it pursuant authorized representatives, may from time 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 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, 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. Neither the Company nor any of its Subsidiaries, (B) constitute a violation of any Contract with respect subsidiaries shall be required to confidentiality provide access to or non-to disclose information where such access or disclosure obligations owing to a third party (including any Governmental Entity) to which would violate or prejudice the Disclosing Party or any rights of its Subsidiaries is a partyclients, (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 jeopardize the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilegeprivilege of the Company or its subsidiaries or contravene any law, work product doctrine rule, regulation, order, judgment, decree or similar privilegebinding agreement entered into prior to the date of this Agreement; provided that the Company shall use its reasonable best efforts to obtain contractual waivers and consents and implement requisite procedures to enable the provision of access and disclosure without such violations, prejudices or contraventions. The Disclosing Party 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 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 May 7, 2004, between the Company and Parent (the "Company Confidentiality Agreement"), which Company Confidentiality Agreement dated as of May 26shall remain in full force and effect in accordance with its terms. (c) The Company will hold and treat and will cause its officers, 2022 between employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated August 31, 2004, between the Company and Parent (the “"Parent Confidentiality Agreement”) ", and together with the Clean Team Company Confidentiality Agreement, the "Confidentiality Agreements"), which Parent 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 the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsExcept for competitively sensitive information as to which access, upon reasonable prior noticeuse and treatment is subject to applicable law, the Company shall, and its subsidiaries shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives Merger Sub and their respective accountants, counsel, financial advisors, lenders, potential lenders and other 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 and shall not be deemed to permit Parent or Merger Sub to conduct any on site environmental investigations or examinations. All nonpublic information provided to, or obtained by, Parent 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 "Evaluation Material" 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 26August 17, 2022 2001 between Parent and the Company (the “Confidentiality Agreement”) and "CONFIDENTIALITY AGREEMENT"), 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 “Clean Team Agreement”) Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholder Approval. Notwithstanding the foregoing, the Company shall survive 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 execution Company or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties if the Company has used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. Except to the extent prohibited by applicable law, the Company will consult with Parent from time to time prior to the Effective Time regarding engineering and delivery technical aspects relating to the design and construction of this Agreement its Astoria Repowering Project and shall apply to all information furnished thereunder or hereunderother material construction and development projects.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeAgreement, the Company shall, and shall use its reasonable best efforts to cause each the officers, directors, employees, auditors, attorneys, consultants, financial advisors, lenders and other representatives (collectively, the "Representatives") of the Company and the Company Subsidiaries to to, afford to the Representatives of Parent and Parent’s Representatives Merger Sub, upon reasonable advance notice, reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, employees, agents, premises, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule offices and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws facilities, books, records, contracts 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 documents of the Company and the Company Subsidiaries, in each caseand shall furnish Parent and Merger Sub with all financial, tax, operating and other data and information as Parent or Merger Sub, through its Representatives, may reasonably request request. Parent and Merger Sub shall use reasonable best efforts to minimize any disruption to the business of the Company and the Company Subsidiaries that may result from the requests for access, data and other information hereunder. The Company shall use reasonable best efforts to furnish to Parent quarterly financial and operating data and information in substantially the form attached hereto as Exhibit C within forty-five days following the end of each calendar quarter. In addition, the Company shall use reasonable best efforts to furnish to Parent within thirty days following the end of each calendar month a schedule in substantially the form attached hereto as Exhibit D identifying the aggregate estimated annualized revenue and earnings associated with (a) all new business secured during the preceding calendar month, (b) all business that has been lost or is not being renewed during the preceding calendar month and (c) all business that has been renewed on new or revised terms or conditions (including a comparison to the annualized revenue and earnings associated with the previous contract) (such changes in (a), (b) and (c), the "Company Changed Contracts"). Parent will remain subject to the terms of a confidentiality agreement with the Company dated May 7, 2003 (the "Confidentiality Agreement"). Notwithstanding the foregoing, the Company shall have no obligation to provide any such access or data and information if the Company determines in good faith after consultation with outside legal counsel that providing such access or data and information would violate any legal or contractual restrictions, including restrictions under Antitrust Laws. Neither Parent nor any of its Representatives shall contact any person who, to the knowledge of Parent, is a client or customer of the Company or any of the Company Subsidiaries without the Company's prior written consent, such consent not to be unreasonably withheld or delayed; provided, however, Parent and its Representatives shall not be restricted from contacting any potential clients or customers in the ordinary course of business, including in connection with the Merger and this Agreement. responding to "requests for proposals." (b) From the date hereof until the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeAgreement, Parent shall, and shall use its reasonable best efforts to cause each the Representatives of Parent and the Parent Subsidiaries to to, afford to the Company and Representatives of the Company’s Representatives , upon reasonable advance notice, reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, employees, agents, premises, properties, Contractsoffices and other facilities, books books, records, contracts 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 documents of Parent and the Parent Subsidiaries, in each caseand shall furnish the Company with all financial, tax, operating and other data and information as the Company Company, through its Representatives, may reasonably request solely request. The Company shall use reasonable best efforts to minimize any disruption to the business of Parent and the Parent Subsidiaries that may result from the requests for access, data and other information hereunder. Parent shall use reasonable best efforts to furnish to the Company quarterly financial and operating data and information in connection substantially the form attached hereto as Exhibit E within forty-five days following the end of each calendar quarter. In addition, Parent shall use reasonable best efforts to furnish to the Company within thirty days following the end of each calendar month a schedule in substantially the form attached hereto as Exhibit D identifying the aggregate estimated annualized revenue and earnings associated with (a) all new business secured during the preceding calendar month, (b) all business that has been lost or is not being renewed during the preceding calendar month and (c) all business that has been renewed on new or revised terms or conditions (including a comparison to the annualized revenue and earnings associated with the Separationprevious contract) (such changes in (a), (b) and (c), the Distribution and this "Parent Changed Contracts"). The Company will remain subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing provisions foregoing, Parent shall have no obligation to provide any such access or data and information if Parent determines in good faith after consultation with outside legal counsel that providing such access or data and information would violate any legal or contractual restrictions, including restrictions under Antitrust Laws. Neither the Company nor any of this Section 6.7(a)its Representatives shall contact any person, who to the knowledge of the Company, is a client or customer of Parent or any of the Parent Subsidiaries without Parent's prior written consent, such consent not to be unreasonably withheld or delayed; provided, however, the Company or Parent, as applicable (the “Disclosing Party”), its Representatives shall not be required torestricted from contacting any potential clients or customers in the ordinary course of business, including in connection with responding to "requests for proposals." (c) No investigation pursuant to this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) Notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of the Merger; provided, however, that no party (and no employee, representative or other agent thereof) shall disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of the Merger (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to cause any of its Subsidiaries to, grant the extent that such access if the Disclosing Party disclosure could reasonably determines that it 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 to confidentiality federal 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 privilegestate securities law. 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 parties acknowledge and agree that 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 5.3(d) 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 deemed an amendment to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company pursuant to and Parentin accordance with paragraph 11 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 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 Merger Sub, and their Representatives, reasonable access during normal business hours during the period prior to the Company Effective Time or the Company termination of this Agreement to all of its and its Subsidiaries’ officers, properties, Contractsbooks, books contracts, commitments, personnel and records. The records and, during such period, the Company shall furnish promptly to Parent and Merger Sub (ia) a copy of each report, schedule schedule, registration statement and other document filed by the Company or submitted by it any Subsidiary during such period pursuant to the requirements of federal Federal or state securities Laws and a copy of any communication (including “comment letters”b) received by the Company from the SEC concerning compliance consistent with securities Laws and (ii) its legal obligations all other relevant information concerning the Company and its Subsidiaries’ business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request request; provided, however, that the Company may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to the Company requires it or its Subsidiaries to restrict access to any properties or information. (b) Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of October 24, 2005, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in connection confidence in accordance with the Merger and this Confidentiality Agreement. From No investigation pursuant to this Section 6.02 or information provided, made available or received 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. (c) In addition to and without limiting the foregoing, from the date hereof until the Effective Time or Time, the earlier termination Company shall furnish to Parent, within fifteen (15) business days after the end of this Agreement each month, the standard monthly reporting package set forth in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each Section 6.02(c) 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 AgreementDisclosure Letter. Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, the Company or Parentfirst standard monthly reporting package will be for the month of June and furnished to Parent no later than July 15, 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 Parent2006. (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 of the Company Subsidiaries to its Subsidiaries, officers, directors and Representatives to, afford to Parent and Parent’s Representatives reasonable access during normal business hours hours, consistent with applicable Law, to the Company or the Company Subsidiaries’ its officers, key management employees, properties, Contractsoffices, other facilities and books and records. The , and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit Parent or its officers, employees or Representatives to conduct any environmental testing or sampling or other invasive testing) and, during such period, each of Parent and the Company shall, and the Company shall furnish promptly cause its Significant Subsidiaries to, make available to Parent (i) the other party, to the extent not publicly available, 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 applicable United States federal or and state securities Laws Laws, and Cayman, PRC, and Hong Kong securities Laws. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a copy manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any communication (including “comment letters”) received significant interference with the prompt and timely discharge by the employees of the Company from or its Subsidiaries of their normal duties. Neither the SEC concerning compliance Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any agreement with securities Laws and any third party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company, or (iii) otherwise violate any applicable Law. (b) Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all other relevant documents and information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as its Subsidiaries furnished to Parent may reasonably request or Merger Sub in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of transactions contemplated by this Agreement in accordance with the non-disclosure letter agreement, dated January 9, 2011 as amended February 22, 2011, between Abax Global Capital (Hong Kong) Limited and the Company, (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect 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 which Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the SeparationMerger Sub agree would be binding upon them, the Distribution and this Agreement. Notwithstanding the foregoing provisions terms 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 (A5.6(b) 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 Parentnotwithstanding. (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 its Subsidiaries to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, properties, auditors, authorized representatives, 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 and 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 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, to (A) grant such access if the Disclosing Party reasonably Company determines that it such access would (A) reasonably be expected to 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 is a partyor (B) disclose information to the extent such disclosure would, in the Company’s good faith opinion after consultation with legal counsel, (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 (Fx) result in a waiver of attorney-client privilege, work product doctrine or similar privilegeprivilege or (y) violate any applicable Law or any confidentiality obligation of such party. The Disclosing Party will In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such access or information and the Company shall use commercially its reasonable best 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 communicate, to the contrary in Section 6.15extent feasible, the Disclosing Partyapplicable information in a way that would not violate the applicable Law, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and Contract or obligation or risk waiver of 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 Parentprivilege. (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 separate Confidentiality Agreements, dated March 15, 2018 (the “Confidentiality AgreementAgreements”) ), between each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Fortress Investment Group, LLC, on the one hand, and the Clean Team Company, on the other hand, with respect to the information disclosed under this Section 5.3; provided, that notwithstanding the terms of the Confidentiality Agreement dated as Agreements, Parent may provide such information to potential sources of May 26capital, 2022 between Parent including the Financing Sources, and to rating agencies and prospective lenders and investors during syndication of the Debt Financing (including any alternative financing) subject to customary confidentiality arrangements that have been approved in advance by the Company (the “Clean Team Agreement”such approval not to be unreasonably withheld, conditioned or delayed). (c) shall survive the execution and delivery of Nothing contained in this Agreement and shall apply give Parent or its Affiliates, directly or indirectly, rights to all information furnished thereunder conduct or hereundercause to be conducted any environmental investigation of the 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.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, Karora shall, and shall cause its subsidiaries and their Representatives to, as promptly as reasonably possible in each instance: (i) give Westgold and its Representatives, consultants and independent contractors reasonable access to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the Karora Data Room), and (ii) furnish to Westgold and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business of Karora as Westgold may reasonably request (and, the Parties agree that the diligence requests made by Westgold to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that Karora’s compliance with any request under this Section 7.5(a) shall not unduly interfere with the conduct of the business of Karora and the subsidiaries of Karora. (b) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, Westgold shall, and shall cause its subsidiaries and their Representatives to, as promptly as reasonably possible in each instance: (i) give Karora and its Representatives, consultants and independent contractors reasonable access to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the Westgold Data Room), and (ii) furnish to Karora and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business of Westgold as Karora may reasonably request (and, the Parties agree that the diligence requests made by Karora to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that Westgold’s compliance with any request under this Section 7.5(b) shall not unduly interfere with the conduct of the business of Westgold and its subsidiaries. (c) Investigations made by or on behalf of either Westgold or Karora, whether under this Section 7.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by any Party in this Agreement (or remedies with respect thereto). (d) Each Party acknowledges that the Confidentiality Agreement continues to apply and, in the case any information provided under Section 7.5(a) or Section 7.5(b) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement; provided that to the extent any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall prevail. For greater certainty, if this Agreement is terminated in accordance with its terms, any obligations of the Parties and their respective Representatives under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms, upon reasonable prior notice, the Company shall, and shall cause each terms of the Company Subsidiaries to afford to Parent Confidentiality Agreement. The information provided in the Karora Disclosure Letter and Parent’s Representatives reasonable access during normal business hours the Westgold Disclosure Letter is confidential information and subject to the Company or the Company Subsidiaries’ officers, properties, Contracts, books terms 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 conditions 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 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 . (e) This Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), 7.5 shall not be required torequire either Party to permit any access, or to disclose any information that in the reasonable good faith judgment of such Party, after consultation with outside legal counsel, would 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 Law or non-disclosure obligations owing to a third party cause any privilege (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) that such Party would be entitled to assert to be undermined with respect to such information, work product doctrine provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of such Party, after consultation with outside legal counsel) be managed through the use of customary “clean-room” or other similar privilegearrangements. (f) If the receiving Party is requested in any judicial or administrative Proceeding, or by any Governmental Entity, to disclose any confidential information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), the receiving Party will give the furnishing Party prompt notice of such request so that the furnishing Party may seek an appropriate protective order, and, upon the furnishing Party’s request and at the furnishing Party’s expense, will cooperate with the furnishing Party in seeking such an order. The Disclosing If the receiving Party is nonetheless compelled to disclose confidential information, the receiving Party will disclose only that portion of the confidential information which the receiving Party is legally required to disclose and, upon the furnishing Party’s request and at the furnishing Party’s expense, will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which obtain assurances that confidential treatment will be accorded to such confidential information to the extent such assurances are available. (g) Each party acknowledges that the confidential information may contain material non-public information concerning the furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal, provincial and state securities laws on persons in possession of material non-public information, and agrees that while it is in possession of material non-public information with respect to the preceding sentence apply. Without limiting the generality other Parties, it will not purchase or sell any securities of the other provisions of this Section 6.7 Parties, 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 communicate 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 amendmentthird party, supplement or other modification to in violation of applicable law. Nothing herein will constitute an admission by either Party that any confidential information in fact contains material non-public information concerning the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentfurnishing Party. (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 termsClosing, upon reasonable prior notice, the Company Guidant 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 afford the Purchasers and other document filed or submitted by it pursuant their authorized representatives reasonable access to the requirements offices, properties and books and records 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 Business, and (ii) all other relevant information concerning furnish to the businessofficers, properties employees, and personnel authorized agents and representatives of the Company Purchasers such additional financial and operating data and other information regarding the Company SubsidiariesBusiness (or copies thereof) as the Purchasers may from time to time reasonably request; provided, in each casehowever, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time that any such access or the earlier termination furnishing of this Agreement in accordance with its termsinformation shall be conducted at ▇▇▇▇▇▇’▇ expense, 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 hours, under the supervision of Guidant’s or its Affiliates’ personnel and in such a manner as not 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 interfere 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 normal 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 privilegeBusiness. 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 Notwithstanding anything to the contrary in Section 6.15this Agreement, the Disclosing Party, after consultation with its outside legal counsel, may Guidant shall not be required to disclose any information to a Purchaser if such disclosure would be reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided likely to (x) cause significant competitive harm to the outside legal counsel of Business if the other Partytransactions contemplated hereby are not consummated, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to (y) jeopardize any amendment, supplement attorney-client or other modification legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentdate hereof. (b) The terms of the Confidentiality Agreement Agreement, dated as of May 26February 2, 2022 between Parent 2006, among Guidant, Boston Scientific and the Company Abbott (the “Confidentiality Agreement”) are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the Clean Team obligations of Abbott under this Section 5.02(b) shall terminate; provided, however, that, from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement, (i) Abbott shall, and shall cause its officers, directors, employees, representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the parties regarding this Agreement, the Transaction Agreement and the transactions contemplated hereby and thereby and all confidential information relating to Guidant and the Excluded Businesses, and (ii) Guidant shall, and shall cause its officers, directors, employees, representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the parties regarding this Agreement, the Transaction Agreement and the transactions contemplated hereby and thereby and all confidential information relating to the Assets and the Business. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement dated as of May 26, 2022 between Parent shall nonetheless continue in full force and the Company effect. (the “Clean Team Agreement”c) Nothing provided to Abbott pursuant to Section 5.02(a) shall survive in any way amend or diminish ▇▇▇▇▇▇’▇ obligations under the execution Confidentiality Agreement. Abbott acknowledges and delivery agrees that any Confidential Information (as defined in the Confidentiality Agreement) provided to Abbott pursuant to Section 5.02(a) or otherwise by or on behalf of this Agreement Guidant or any officer, director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and shall apply to all information furnished thereunder or hereunderconditions of the Confidentiality Agreement.

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 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.