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

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

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

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

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

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

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

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

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

Access to Information; Confidentiality. (a) From the date hereof until to the Effective Time or the earlier termination of this Agreement in accordance with its termsAgreement, subject to applicable Law and upon reasonable prior noticenotice (and solely to the extent not unreasonably disruptive to the business, employees or management of any Acquired Company), the Company shall, and shall cause each of the Company its Subsidiaries to, and use its reasonable best efforts to cause its Representatives to, afford to Parent Parent, Merger Sub and Parent’s their respective Representatives reasonable access during normal business hours to the Company or the Company Company’s and its Subsidiaries’ officers, employees, properties, Contractsoffices, other facilities and books and records. The , and shall make available to Parent, Merger Sub and their respective Representatives all financial, operating and other data and information as Parent, Merger Sub and their respective Representatives shall reasonably request, provided that the foregoing shall not require the Company shall furnish promptly to Parent or its Subsidiaries (i) a copy of each reportto permit any access or inspection, schedule and other document filed or submitted by it pursuant to disclose any information, that in 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 reasonable judgment 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, secrets of third parties or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use provided that the Company has used commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which obtain the restrictions consent of such third party) violate any of its obligations with respect to confidentiality owed to third parties, or (ii) to disclose any privileged information of it or any of its Subsidiaries, or (iii) allow any environmental testing or sampling. All requests for access or information made pursuant to this Section 5.5 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the preceding sentence apply. Without limiting the generality Confidentiality Agreement. (b) Each of the other provisions of this Section 6.7 or anything Parent and Merger Sub will hold and treat and will cause its Representatives to the contrary hold and treat in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive confidence all documents and 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 concerning the Company and Parent, and subject its Subsidiaries made available to any amendment, supplement Parent or other modification to Merger Sub in connection with the Confidentiality Agreement, transactions contemplated by this Agreement in accordance with the Clean Team Agreement or additional confidentiality or joint defense letter agreement between the Company and Parent. (b) The Confidentiality Agreement Parent dated as of May 26April 30, 2022 between Parent and the Company 2015 (the “Confidentiality Agreement”) and the Clean Team which Confidentiality Agreement dated as of May 26, 2022 between Parent shall remain in full force and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereundereffect in accordance with its terms.

Access to Information; Confidentiality. (a) From the date hereof until Prior to the Effective Time and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeCompany Subsidiaries, the Company shallshall (and shall cause the Company Subsidiaries to) afford to Parent, MergerSub and their respective Representatives reasonable access, during normal business hours, to its officers, employees, properties, books, Contracts, commitments, personnel and records (other than the portion of Company Board minutes which discuss merger proposals) as Parent may reasonably request, and, during such period, the Company shall (and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall to) furnish promptly to Parent and MergerSub (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it pursuant to the requirements of applicable U.S. 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 Parent or MergerSub may reasonably request; provided that the foregoing shall not require the Company (A) to disclose any information that, in the reasonable judgment of the Company, would violate any applicable Law or (B) to disclose any information of the Company and or any Company Subsidiary which would be reasonably likely to cause a waiver of any attorney-client privilege or attorney work product protection in the opinion of counsel to the Company Subsidiaries(provided further that, in each casesuch case under clauses (A) or (B), as the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating such Law or without loss of such privilege or protection). Parent may reasonably request in connection with shall be entitled to undertake environmental investigations at any of the Merger and properties owned, operated or leased by the Company or any Company Subsidiary, provided, that such investigations shall not include any intrusive sampling without the consent of the Company, such consent not to be unreasonably withheld or delayed. All requests for information made pursuant to this AgreementSection 5.02(a) shall be directed to the executive officer or other Person designated by the Company. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its termsto the Effective Time, upon reasonable prior notice, Parent shall, and the Company shall cause each of the Parent Subsidiaries to further 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 MergerSub reasonable access to the Parent Subsidiaries, in each case, as officers of the Company may reasonably request solely in connection with for purposes of negotiating new or amended employment agreements between such executive officers and the Separation, the Distribution and this AgreementSurviving Corporation. Notwithstanding the foregoing provisions of No investigation pursuant to this Section 6.7(a), the Company 5.02 shall affect any representation 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 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 Parentparties hereunder. (b) The Confidentiality Agreement dated as of May 26, 2022 between Any information provided to Parent and by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential in accordance with the letter agreement between the parties dated November 9, 2010 regarding confidentiality (the “Confidentiality Agreement”) and ), provided, however, that, notwithstanding the Clean Team terms of the Confidentiality Agreement, Parent may provide information of the type covered by the Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderpotential financing sources subject to customary confidentiality arrangements with such persons regarding such information.

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 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 its Subsidiaries to to) afford to the officers, employees, accountants, counsel and other representatives of Parent and Parent’s Representatives reasonable access or USF&G, access, during normal business hours during the period prior to the Company or Effective Time, to all its properties, books, contracts, commitments, employees, auditors, agents, representatives and records and, during such period, the Company Subsidiaries’ officers, properties, Contracts, books shall (and records. The Company shall cause each of its Subsidiaries to) furnish promptly to Parent Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) 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 SEC requirements; (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (iiiii) all other relevant information concerning the business, properties correspondence or written communication with A.M. Best 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 Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to Entity or insurance regulatory authorities 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 relates 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 transactions contemplated hereby or which is otherwise material to the outside legal counsel financial condition or operation of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parentits Subsidiaries taken as a whole; and (iv) all other information concerning its business, properties and subject to any amendment, supplement or personnel as the other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parentparty may reasonably request. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such party's Subsidiaries during such period pursuant to the requirements of any applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which primarily relates to the transactions contemplated hereby. (c) The Confidentiality Agreement dated as of May June 26, 2022 1997 (the "Parent Confidentiality Agreement"), between Parent and the Company and the confidentiality agreement dated July 30, 1997 (the “"Company 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 Parent shall apply with respect to all information furnished thereunder or hereunderhereunder and any other activities contemplated thereby.

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

Access to Information; Confidentiality. (a) From 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 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 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 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 noticeArticle 7, the Company shall, and shall cause each of Company Subsidiary to: (i) provide to the Company Subsidiaries to afford to Parent and Parent’s Representatives Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company Subsidiaries’ officersand each Company Subsidiary and to the books and records thereof, (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 Company Subsidiary as 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 Representatives may reasonably request solely including monthly, quarterly, and annual unaudited financial statements prepared in connection with the Separation, ordinary course of business and delivered to Parent within 45 days of the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parentrelevant period end, as applicable (the “Disclosing PartyInterim Financial Reports”); provided, however, that the Company shall not be required to, to (or to cause any of its Subsidiaries Company Subsidiary 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 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 violate any obligations existing on the date hereof of the Company or any Company Subsidiary with respect to confidentiality to any Third Party or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which the Company or any Company Subsidiary is a party, or (FC) result in a waiver of attorney-client privilegebreach, work product doctrine contravene 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 violate 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 Parentapplicable Law (including Competition Laws). (b) Each of the Parent and Merger Sub agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 5.2 for any competitive or other purpose unrelated to the consummation of the Merger. The Confidentiality Agreement Non-Disclosure Agreement, dated as of May 26December 18, 2022 2014, by and between the Parent and the Company (the “Confidentiality Agreement”) ), shall apply with respect to information furnished under this Section 5.2 by the Company, the Company Subsidiaries and their Representatives, including the Clean Team Confidentiality Agreement dated as provisions therein regarding “Highly Confidential Information.” Prior to the Closing, each of May 26, 2022 between the Parent and its affiliates 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 (or its Subsidiaries regarding the “Clean Team Agreement”) shall survive post-closing operation of the execution and delivery business of the Company where the purpose of such communication is to initiate, encourage or solicit a change in such Person’s relationship with the Company or any Company Subsidiary, 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 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 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 and the Company Subsidiaries, respectively, to, afford to the Company other party and to the Company’s Representatives of such other party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent or shall, and shall cause each of the Company Subsidiaries and the Parent Subsidiaries’ officers, propertiesrespectively, Contractsto, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish reasonably promptly to the Company other party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, and (ii) all relevant other information (financial or otherwise) concerning the its business, properties and personnel as such other party may reasonably request. Subject to the terms of the Company Leases, Parent, at its own expense, shall have the right to such reasonable access during normal business hours and upon reasonable advance notice in order to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examination or studies with respect to any Specified Property that Parent deems to be reasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, that (x) neither Parent nor any of its Representatives shall be entitled to conduct intrusive soil testing or similar assessments at any Company Property without the Company’s prior written consent and (y) Parent shall indemnify the Company for any losses, costs or damages caused by such access. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client privilege (provided, however, that the withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of attorney-client privilege). (b) The Company shall cooperate and participate, as reasonably requested by Parent from time to time and to the extent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational matters and participating on such teams and committees as Parent may reasonably request (including tenant billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Company and the Company Subsidiaries), and including providing reasonable notice to, and consulting with, Parent in connection with the Company’s review and approval of any budgets or operating plans pursuant to any JV Agreements. (c) Each of the Company and 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 Agreements. (d) Each of the Company and Parent agree to give prompt written notice to the other upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the Company Subsidiaries or the Parent Subsidiaries, respectively, which (i) could reasonably be expected to have, individually or in each casethe aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the Company case may reasonably request solely in connection with be, (ii) if unremedied by the SeparationEffective 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 Distribution and this Agreement. Notwithstanding same or (iii) is an action, suit, proceeding, inquiry or investigation pending or, to the foregoing provisions knowledge of this Section 6.7(a), the Company or Parent, as applicable (applicable, threatened which questions or challenges 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 validity of this Agreement or that could otherwise adversely impact the ability of the parties hereto to consummate the Mergers; provided, however, that no such notification shall affect the representations and shall apply warranties of 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 Subject to contractual and legal restrictions applicable to the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with Company and its terms, upon reasonable prior noticeSubsidiaries, the Company shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent and Parent’s its Representatives reasonable access during normal business hours during the period from the date of this Agreement to the Company Effective Time or the Company Subsidiaries’ officersdate of the termination of this Agreement, as the case may be, to all of their respective properties, Contractsbooks, books contracts, commitments, personnel and records. The records (including the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, Company shall, and shall cause 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) its Representatives all other relevant information concerning the its business, properties and personnel of the Company and the Company Subsidiariesas such other may reasonably request, in each case, as Parent may reasonably request for reasonable business purposes related to the consummation of the Transactions; provided, however, such access does not unreasonably disrupt the ordinary course operations of the Acquired Companies. No access, materials, information or investigation pursuant to this Section 5.4 shall affect any representation or warranty 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 any party 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 Employeesparties. 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”), 5.4 shall not be required torequire any Acquired Company to permit any access, or to cause disclose any materials or information, that in the reasonable judgment of its Subsidiaries to, grant such access if the Disclosing Party party would reasonably determines that it would be expected to (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (Ei) result in the disclosure of any trade secretssecrets of third parties or a violation of any of its obligations with respect to confidentiality under any Contract or Law (provided that party shall have used its reasonable best efforts to obtain the consent of such third party to such access or disclosure), or (Fii) result in a waiver the loss of the attorney-client privilege, work product doctrine or similar privilegeother legal privilege with respect to such materials or information or (iii) in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive, result in a violation of applicable Law (including a Governmental Entity alleging that providing such information violates any Regulatory Law). The Disclosing Party will If any material is withheld by a party pursuant to the preceding sentence, such party shall inform the other as to the general nature of what is being withheld and use commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, to the extent permitted by applicable Law. Without limiting the generality of the other provisions of All materials and information exchanged or to which access is granted 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 5.4 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, dated as of January 21, 2020 (the Clean Team Agreement or additional confidentiality or joint defense agreement “Confidentiality Agreement”), between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its 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 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 Upon reasonable notice and subject to applicable Law, the Company, for the purposes of enabling Parent to verify the representations and warranties of the Company and to prepare for the Integrated Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent, access, during normal business hours during the period from the date hereof until of this Agreement to the Effective Time, to all of the Company’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or the earlier termination consolidation of this Agreement in accordance with its termssystems and business operations generally, upon reasonable prior noticeand, 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 make available to Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it the Company 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 which the Company from the SEC concerning compliance with securities Laws is not permitted to disclose under Law) 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 Agreementrequest. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent 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 (x) board and committee minutes that discuss any of the transactions contemplated by this Agreement and (y) information where such access if or disclosure would violate or prejudice the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations rights of the Disclosing Party or any of its SubsidiariesCompany’s customers, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which jeopardize the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, privilege or the right to assert the work product doctrine of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar privilegeagreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Disclosing Party Company 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 Parent shall hold all information furnished by or on behalf of May 26, 2022 between Parent and the Company or its Representatives pursuant to Section 6.2 in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated May 31, 2019, among Parent, the Company and Boenning (the “Confidentiality Agreement”). (c) No investigation (or discovery or receipt of information) by any party hereto or their respective Representatives shall affect or be deemed to modify or waive any representation, warranty, covenant or other agreement of the other parties set forth herein or the conditions to any party’s obligation to consummate the transactions contemplated hereby. Nothing contained in this Agreement shall give any party hereto, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms 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 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 reasonable prior noticeto all their respective properties, Parent books, contracts, commitments, personnel and records and, during such period, the 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 all relevant information concerning the 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 best 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). (b) Until the earlier of (i) the Closing Date and (ii) one (1) year from the date hereof, each of Parent and the Company shall hold in strict confidence and not disclose or release without the prior written consent of other Party, any and all Confidential Information of the other Party; provided that each of Parent Subsidiaries, in each case, as and the Company may reasonably disclose, or may permit disclosure of, Confidential Information (i) to its Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties hereto and in respect of whose failure to comply with such obligations, Parent or the Company, as applicable, shall be responsible, or (ii) if Parent or the Company, or any of their respective Representatives is compelled (whether by deposition, interrogatory, request solely for documents, subpoena, civil investigation, demand, order or other legal process) or otherwise required by Law to disclose any such Confidential Information. As used in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions , “Confidential Information” of this Section 6.7(a)a Party shall mean all proprietary, the Company operational, financial or Parentother business information or material, as applicable (the “Disclosing Party”)data, shall not be required toreports, interpretations, forecasts and business plans of such Party and its businesses, products, services, financial condition, operations, assets, liabilities and/or prospects which is, or to cause any of its Subsidiaries toafter the date hereof, grant such access if comes into the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations possession of the Disclosing other Party or any of its Subsidiariesrespective Representatives, including pursuant to the access provisions of Section 6.02 or any other provision of any Transaction Agreement; except the term “Confidential Information” of a Party does not include any information which (i) at the time of disclosure is generally available to and known by the public (other than as a result of a disclosure by the other Party in breach of this Section 6.02(b)), (Bii) constitute a violation of any Contract with respect becomes available after the date hereof to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing other Party or any of its Subsidiaries Representatives on a non-confidential basis from a source which 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 amendmentcontractual, supplement legal or fiduciary obligation of confidentiality to such Party or (iii) is independently developed by the other modification to Party or any of its Representatives without use of the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and ParentConfidential Information. (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 full access upon reasonable access advance notice and during normal business hours during the period prior to the Company Effective Time or the Company Subsidiaries’ officerstermination of this Agreement to all their respective properties, propertiesassets, books, records, Contracts, books Permits, documents, information, directors, officers and records. The employees, and during such period the Company shall, and shall furnish promptly cause each of its Subsidiaries to, make available to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its business as Parent may reasonably request in connection with (including the Merger and this Agreementwork papers of PricewaterhouseCoopers LLP, subject to the customary requirements of PricewaterhouseCoopers LLP). From Following the date hereof until the Effective Time or the earlier termination of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its termsSubsidiaries to, upon reasonable prior noticeas and to the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a materially complete and correct list of all licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its Subsidiaries (the “FCC Licenses”), (ii) materially complete and correct copies of each FCC License, (iii) if available, the address and physical location of the device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable law, the Company and Parent shall, and shall cause each of the Parent their respective Subsidiaries to, cooperate to afford to the Company ensure an orderly transition and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely integration process in connection with the SeparationMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of Surviving Corporation and its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From 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 Contract 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 May 1, 2020, between the Company and Parent (the “Confidentiality Agreement”), as supplemented by that certain Clean Team Addendum to NDA, dated as of July 29, 2021 (the “Clean Team Agreement”), by and between Parent and Company. (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 Parent the Effective Time or the Parent Subsidiaries’ officerstermination of this Agreement to all of Parent’s properties, propertiesbooks, Contracts, books personnel and records in each case relating solely to records; provided, however, that such access does not unreasonably disrupt 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 normal operations of Parent and the Parent or its 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 Contract 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. (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 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 date hereof until the REIT 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 of its Subsidiaries and each of the Company Subsidiaries to Company’s and its Subsidiaries’ directors, officers, employees and agents to, afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or directors, officers, employees, and agents of Parent access upon reasonable notice and at reasonable times without undue interruption (and will request the same from the Company’s auditors, attorneys, financial advisors and lenders) to (a) the properties, books, records and contracts of the Company and the its Subsidiaries and (b) the officers and employees of the Company and its Subsidiaries’ officers; provided, propertieshowever, Contractsthat Parent shall obtain the Company’s consent, books which consent shall not be unreasonably withheld, to a schedule of properties to be visited and recordsofficers and employees to be accessed prior to any such visits or access. The Company shall furnish promptly to Parent (i) a copy of each reportsuch financial, schedule operating and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws data and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request request. Parent shall indemnify and hold the Company and its Subsidiaries harmless from and against any and all losses or damages incurred by the Company or its Subsidiaries as a result of the Parent’s or the Parent representatives’ inspection of the Company Properties, provided, however that the Parent’s indemnification obligations hereunder shall not include any obligation whatsoever with respect to any such losses or damages (including claims that any Company Property has declined in value) arising out of, resulting from or incurred in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination discovery 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 any existing condition at a 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 AgreementProperty. 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 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 attorney-client privilege of the Disclosing Party Company or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that the Company and its Subsidiaries, (B) constitute a violation of any Contract with respect Subsidiaries shall use reasonable best efforts to confidentiality or non-disclosure obligations owing to a obtain consent from the applicable third party (including any Governmental Entity) or enter into a customary joint defense agreement 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 enable 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 Parentinformation). (b) The Prior to the REIT Merger Effective Time, all information obtained by Parent pursuant to this Section 7.03 and pursuant to the confidentiality agreement, dated October 4, 2007 (the “Company Confidentiality Agreement dated as of May 26Agreement”), 2022 between Parent and the Company, shall be kept confidential in accordance with the Company Confidentiality Agreement. Prior to the REIT Merger Effective Time, all information obtained by the Company pursuant to the confidentiality agreement, dated January 18, 2008 (the “Parent Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26), 2022 between Parent and the Company Company, shall be kept confidential in accordance with the Parent Confidentiality Agreement. (the “Clean Team Agreement”c) No investigation pursuant to this Section 7.03 or otherwise shall survive the execution and delivery of affect any representation or warranty in this Agreement and shall apply of any party hereto or any condition to all information furnished thereunder or hereunderthe obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof until the 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 Parent, Merger Sub and Parent’s Representatives their respective Representatives, reasonable access during normal business hours to and upon reasonable advance notice, under the supervision of the Company’s or its Subsidiaries’ personnel and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the Company Subsidiaries’ officers, period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX to all of the properties, Contracts, books and records. The records of the Company and its Subsidiaries, and, during such period, the Company shall furnish as promptly as practicable 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 Subsidiaries as Parent may reasonably request in connection with request. Notwithstanding the Merger and this Agreement. From foregoing, the date hereof until Company shall not be required to provide access to or disclose information where the Effective Time Company reasonably determines that such access or disclosure would jeopardize the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each protection of the Parent Subsidiaries attorney-client or any other privilege of the Company, contravene any Law, any fiduciary duty or any Contract to afford which the Company is a party or cause significant competitive harm to the Company and its business if the transactions contemplated by this Agreement are not consummated, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s Representatives reasonable privilege with respect thereto; provided, that such access during normal business hours and information shall be granted or made available, as applicable, to external counsel for Parent or (subject to external counsel entering into a customary common interest agreement with the Parent Subsidiaries’ officersCompany, properties, Contracts, books and records in each case relating solely on terms mutually agreeable 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 SubsidiariesCompany) to the extent required for the purpose of complying with applicable Laws, in each caseincluding Antitrust Laws. Prior to the Effective Time, as without the prior written consent of the Company may reasonably request solely in connection with the Separation(which consent shall not be unreasonably withheld, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(aconditioned or delayed), Parent shall not contact any suppliers to, or customers of, 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 and Parent shall have no right to perform invasive or impair in subsurface investigations of any material respect the business owned or operations leased real property 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) 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 Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement Agreement, dated as of May 26February 17, 2022 2012, 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”) which shall survive the execution and delivery termination of this Agreement and shall apply to all information furnished thereunder or hereunderin accordance with the terms set forth therein.

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

Access to Information; Confidentiality. (a) From 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 18, 2018, 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 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 Brookfield Infrastructure Group 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 date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, the The Company shall, and shall cause each of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, propertiesdirectors, Contracts, books employees and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel agents of the Company and the Company Subsidiaries, in each caseto, as afford the officers, employees and agents of Parent may reasonably request in connection with the and Merger Sub, at their sole cost and this Agreement. From risk, reasonable access at all reasonable times from the date hereof until through the Effective Time Date to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the earlier termination of this Agreement in accordance with its termsright to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable prior noticenotice to the Company and without disruption or damage to Company's operations or properties. No additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Parent shall, and shall cause each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, propertiesdirectors, Contracts, books employees and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel agents of Parent and the Parent Subsidiaries, in each caseto, afford the officers, employees and agents of the Company, at its sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish the Company all financial, operating and other data and information as the Company may reasonably request solely in connection with the Separationthrough its officers, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company employees or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counselagents, may reasonably designate competitively sensitive information request. The Company, at its sole cost and documents risk, shall have the right to make such due diligence investigations as “Outside Counsel Only Information,” the Company shall deem necessary or reasonable, upon reasonable notice to Parent and such information without disruption or damage to Parent's operations or properties. No additional investigations or disclosures shall affect Parent's representations and documents shall only be provided warranties contained herein, or limit or otherwise affect the remedies available to the outside legal counsel Company pursuant to this Agreement. (c) The provisions of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26February 16, 2022 2004, between Parent and the Company (the “"Company Confidentiality Agreement”") shall remain in full force and effect in accordance with its terms. The provisions of the Clean Team Confidentiality Agreement Agreement, dated as of May 26March 10, 2022 2004, between Parent and the Company and Parent (the “Clean Team "Parent Confidentiality Agreement”") shall survive the execution remain in full force and delivery of this Agreement and shall apply to all information furnished thereunder or hereundereffect in accordance with its terms.

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

Access to Information; Confidentiality. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior 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 Upon reasonable notice, the date hereof until Company shall afford to Parent and Parent’s officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the earlier termination of this Agreement in accordance with Termination Date, to the Company’s and its termsSubsidiaries’ properties, upon reasonable prior noticeContracts, commitments, books and records and 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 (i) furnish promptly to Parent (i) a copy of each any report, schedule and or other document filed or submitted received 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 use reasonable best efforts to cause its Representatives to furnish promptly to Parent such additional financial and operating data and other relevant information concerning as to its and its Subsidiaries’ respective businesses and properties as Parent or its Representatives may from time to time reasonably request (including furnishing the businessCompany’s financial results to Parent in advance of filing any Company SEC Documents containing such financial results), properties except that nothing herein shall require the Company or any of its Subsidiaries to disclose information to Parent to the extent that (A) the Company determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which the Company is a party (provided that the Company shall use its reasonable best efforts to obtain the required consent of the necessary party to such access or disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of attorney-client privilege to the Company (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of any attorney-client privilege), (C) relates to the negotiation and personnel execution of this Agreement or, subject to Section 5.5, to any Company Alternative Transaction Proposal, (D) the Company determines, in its reasonable judgment, would be reasonably likely to expose the Company to risk of liability for disclosure of sensitive or personal information, or (E) the Company determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information pursuant to this Section 5.3(a) shall be directed to an executive officer or other Person designated by the Company. Notwithstanding anything to the contrary herein, Parent shall not conduct any activities pursuant to this Section 5.3(a) in such a manner as to interfere unreasonably with the business or operations of the Company. (b) Upon reasonable notice, Parent shall afford the Company and its Representatives reasonable access during normal business hours, throughout the Company Subsidiaries, in each case, as Parent may reasonably request in connection with period prior to the Merger and this Agreement. From the date hereof until earlier of the Effective Time or the earlier termination of this Agreement in accordance with Termination Date, to Parent’s and its termsSubsidiaries’ properties, upon reasonable prior noticeContracts, commitments, books and records and Parent 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’ officersto, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall (i) furnish promptly to the Company all relevant a copy of any report, schedule or other document filed or received by it pursuant to the requirements of federal or state Laws and (ii) use reasonable best efforts to cause its Representatives to furnish promptly to the Company such additional financial and operating data and other information concerning the business, as to its and its Subsidiaries’ respective businesses and properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company or its Representatives may from time to time reasonably request solely (including furnishing Parent’s financial results to the Company in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions advance of this Section 6.7(afiling any Parent SEC Documents containing such financial results), the Company except that nothing herein shall require Parent or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if to disclose information to the Disclosing Party reasonably determines Company to the extent that it would (A) disrupt Parent determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which Parent is a party (provided that Parent shall use its reasonable best efforts to obtain the required consent of the necessary party to such access or impair disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of any material respect attorney-client privilege to Parent (provided that Parent shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), (C) relates to the negotiation and execution of this Agreement or, subject to Section 5.5, to any Parent Alternative Transaction Proposal, (D) Parent determines, in its reasonable judgment, would be reasonably likely to expose Parent to risk of liability for disclosure of sensitive or personal information, or (E) Parent determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information pursuant to this Section 5.3(b) shall be directed to an executive officer or other Person designated by Parent. Notwithstanding anything to the contrary herein, the Company shall not conduct any activities pursuant to this Section 5.3(b) in such a manner as to interfere unreasonably with the business or operations of the Disclosing Party or Company. (c) The parties agree that each of them will treat any of its Subsidiaries, (B) constitute a violation of any Contract with respect information received pursuant 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 5.3 in accordance with 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 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 26October 3, 2022 between Parent and the Company 2016 (as amended, the “Confidentiality Agreement”) ). No representation as to the accuracy of any information provided pursuant to this Section 5.3 is made, and the Clean Team Confidentiality Agreement dated parties may not rely on the accuracy of any such information other than as expressly set forth in the representations and warranties in Article III and Article IV. No information obtained pursuant to this Section 5.3 shall be deemed to modify any representation or warranty in Article III or Article IV. (d) Subject to the terms of May 26Section 5.3(a) in all respects, 2022 between Parent and the Company (shall cooperate and participate, as reasonably requested by Parent from time to time, in Parent’s efforts to plan the “Clean Team Agreement”integration of the parties’ operations in connection with, and taking effect upon consummation of, the Combination subject to applicable Law, including providing such reports on operational matters and participating on such integration planning teams and committees as Parent may reasonably request and taking the actions set forth on Section 5.3(a) shall survive of the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunderParent Disclosure Letter.

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 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 the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon Upon reasonable prior notice, the Company shallshall afford to Parent, and shall cause each of the Company Subsidiaries to afford to Parent Parent's officers, employees, accountants, counsel, financial advisors and Parent’s Representatives other representatives, reasonable access during normal business hours during the period prior to the Company Effective Time or the Company Subsidiaries’ officers, termination of this Agreement to all its properties, Contractsbooks, books contracts, commitments, personnel and records. The records and, during such period, the Company shall furnish promptly make available to Parent to the full extent and in the manner permitted by law (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 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 request, unless terms of this Agreement in accordance with its termsan agreement prohibit disclosure to third parties; provided, upon reasonable prior noticehowever, that (i) Parent shallshall not contact, and Parent shall cause each ensure that none of its officers, employees, accountants, counsel, financial advisors or other representatives contacts, any employee of the Company or any of its subsidiaries without the prior authorization of the Company's Chief Executive Officer, Vice President and General Counsel or Chief Financial Officer, and (ii) Parent Subsidiaries shall take all reasonable action to ensure that none of its employees, accountants, counsel, financial advisors and other representatives interferes with or otherwise disrupts the business or operations of the Company while exercising the rights provided under this Section 5.4. Parent shall afford to the Company Company, and to the Company’s Representatives 's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to Parent the Effective Time or the Parent Subsidiaries’ officers, termination of this Agreement to all its properties, Contractsbooks, books contracts, commitments, personnel and records in each case relating solely to the SpinCo Businessand, SpinCo Assetsduring such period, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly make available to the Company (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all relevant other 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 the Separationrequest, the Distribution and this Agreement. Notwithstanding the foregoing provisions unless terms of this Section 6.7(a)an agreement prohibit disclosure to third parties; provided, however, that (i) the Company or Parent, as applicable (the “Disclosing Party”), shall not be required tocontact, and the Company shall ensure that none of its officers, employees, accountants, counsel, financial advisors or to cause other representatives contacts, any employee of Parent or any of its Subsidiaries tosubsidiaries without the prior authorization of Parent's Chief Executive Officer, grant such access if Chief Operating Officer or Chief Financial Officer, and (ii) the Disclosing Party reasonably determines Company shall take all reasonable action to ensure that it would (A) disrupt none of its employees, accountants, counsel, financial advisors or impair in any material respect other representatives interferes with or otherwise disrupts the business or operations of Parent while exercising the Disclosing Party or any rights provided under this Section 5.4. Parent and the Company will each hold, and will cause each of its Subsidiariesofficers, (B) constitute a violation of employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which and all information received from the Disclosing Party or any of its Subsidiaries is a other party, directly or indirectly, in confidence, in accordance with the Confidentiality Agreement dated as of April 3, 2000 between Parent and the Company (Cas it may be amended from time to time, the "Confidentiality Agreement"). (a) constitute a violation Upon the terms and subject to the conditions set forth in this Agreement, each 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 parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make appropriate substitute disclosure arrangements under circumstances effective, in which the restrictions most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the preceding sentence applytransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, except that the Company need not take any action under this Agreement if the Company's Board of Directors determines, in consultation with outside counsel, that to do so would not be in compliance with its fiduciary duties. Without In connection with and without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15foregoing, 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 Parentits Board of Directors shall, and subject to if any amendment, supplement state takeover statute or other modification similar statute or regulation is or becomes applicable to the Confidentiality Merger, this Agreement, the Clean Team Option Agreement, the Stockholders Agreement or additional confidentiality any other transactions contemplated by this Agreement, the Option Agreement or joint defense agreement between the Stockholders Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Option Agreement, the Stockholders Agreement and the other transactions contemplated by this Agreement, the Option Agreement or the Stockholders Agreement. Nothing in this Agreement shall be deemed to require Parent or the Company and Parentor their respective subsidiaries to dispose of any significant asset or collection of assets or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a material adverse effect on Parent or the Company. (b) The Confidentiality Agreement dated as Company shall give prompt notice to Parent, when and if it has knowledge, of May 26, 2022 between Parent and the Company (the “Confidentiality Agreement”i) 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 any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 6.2(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent shall give prompt notice to the Company, when and shall apply to all information furnished thereunder if it has knowledge, of (i) any representation or hereunder.warranty made by it or Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 6.3 (a) would not be satisfied; provided,

Access to Information; Confidentiality. (a) From Through the Restricted Period (or if earlier, the date hereof until the Effective Time or the earlier termination of on which this Agreement in accordance with its terms, upon reasonable prior noticeis terminated pursuant to Article VIII), the Company shall, and shall cause each its Subsidiaries to, (i) provide to Purchaser and its Representatives access to at reasonable times upon prior notice the officers, employees, properties, books, and records of the Company Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company or the Company its Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant furnish promptly such information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, its Subsidiaries as Parent Purchaser or its Representatives may reasonably request in connection with request. (b) Through the Merger and this Agreement. From Restricted Period (or if earlier, the date hereof until the Effective Time or the earlier termination of on which this Agreement in accordance with its termsis terminated pursuant to Article VIII), upon reasonable prior notice, Parent Purchaser shall, and shall cause each of the Parent its Subsidiaries to afford (i) provide to the Sellers, the Company and their respective Representatives access to at reasonable times upon prior notice the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, employees, properties, Contracts, books and records in each case relating solely to the SpinCo Businessof Purchaser and its 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 Purchaser and personnel of Parent and the Parent Subsidiaries, in each case, its Subsidiaries 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)Sellers, the Company or Parenttheir respective Representatives may reasonably request. (c) Notwithstanding the foregoing, as applicable (neither Purchaser nor the “Disclosing Party”)Company, or their respective Subsidiaries, 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 such access would (Ai) materially disrupt or impair in any material respect the ordinary course business or operations of Purchaser or the Disclosing Party Company, as applicable, or any of its Subsidiaries, (Bii) constitute a violation of violate any Contract with respect to confidentiality or legally-binding obligation concerning confidentiality, non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a partyprivacy, (Ciii) constitute a violation of any applicable Law, Law or (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (Eiv) result in the disclosure of any trade secrets, secrets of Third Parties. Nothing in this Agreement shall require the Company or (F) Purchaser or any of their respective Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine doctrine, or similar privilege. The Disclosing privilege or violate any confidentiality obligation of such Party will (provided, however, that such Party shall use commercially reasonable best efforts to make appropriate substitute permit such disclosure arrangements under circumstances to be made in which a manner consistent with the restrictions protection of the preceding sentence apply. Without limiting the generality such privilege or to obtain any consent required to allow such disclosure to be made without violation of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15such confidentiality obligations, 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 Parentapplicable). (bd) The Confidentiality Agreement dated as of May 26Purchaser, 2022 between Parent Sellers, and the Company (shall comply with and use their reasonable best efforts to cause their respective Representatives to comply with all their respective obligations under the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and concerning the Company (the “Clean Team Agreement”) shall survive the execution and delivery of information disclosed under this Agreement and shall apply to all information furnished thereunder or hereunderSection 6.03.

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 commercially reasonable efforts to cause each its officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of the Company Subsidiaries and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information as Parent, through its officers, employees or authorized representatives, may from time to afford time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to Parent and Parent’s Representatives reasonable access during normal interfere unreasonably with the business hours to or operations of the Company or the Company and its Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly not be required to provide access to or to disclose information where such access or disclosure would contravene any Law. Each of Parent (i) a copy of each reportand Merger Sub will hold and treat and will cause its officers, schedule employees, auditors and other document filed or submitted by it pursuant authorized representatives to the requirements of federal or state securities Laws hold and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws treat in confidence all documents and (ii) all other relevant 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 transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 5, 2012, between the Company and this Parent (the “Confidentiality Agreement. “), which shall remain in full force and effect in accordance with its terms. (b) 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 Parent shall, and shall use commercially reasonable efforts to cause each its officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of the Company reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of the Parent Subsidiaries to afford to the and its Subsidiaries, and shall furnish Company with all financial, operating and other data and information as the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ , 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 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 or any of Parent 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) . The Parent shall not be reasonably feasible as a result of COVID-19 required to provide access to or to disclose information where such access or disclosure would contravene 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 privilegeLaw. The Disclosing Party Company will use commercially reasonable efforts hold and treat and will cause its officers, employees, auditors and other authorized representatives to make appropriate substitute disclosure arrangements under circumstances hold and treat in which confidence all documents and information concerning the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything Parent and Merger Sub and their respective Subsidiaries furnished to the contrary Company in Section 6.15, connection with the Disclosing Party, after consultation transactions contemplated by this Agreement in accordance with its outside legal counsel, may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to the outside legal counsel of the other Party, or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company which shall remain in full force and Parenteffect in accordance with its terms. (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 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 notice, the Company shallTarget shall afford to Acq Corp, and shall cause each of the Company Subsidiaries to afford to Parent Acq Corp's officers, employees, accountants, counsel, financial advisers and Parent’s Representatives other representatives, reasonable access during normal business hours during the period prior to the Company or Effective Time to all the Company Subsidiaries’ officers, properties, Contractsbooks, books contracts, commitments and records. The Company records of Target and its Subsidiaries and, during such period, Target shall furnish promptly to Parent Acq Corp (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it or its Subsidiaries 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 or its Subsidiaries' business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent Acq Corp may reasonably request request. Except as otherwise agreed to by Target, notwithstanding termination of this Agreement, Acq Corp will keep, and will cause its officers, employees, accountants, counsel, financial advisers and other representatives and affiliates to keep, all Confidential Information (as defined below) confidential and not to disclose any Confidential Information to any Person other than Acq Corp's or Acq Corp's directors, officers, employees, affiliates or agents, and then only on a confidential basis; PROVIDED, HOWEVER, that Acq Corp may disclose Confidential Information (i) as required by law, rule, regulation or judicial process, including as required to be disclosed in connection with the Merger Merger, the Registration Statement and the Other Filings, (ii) to its attorneys, accountants and financial advisors or (iii) as requested or required by any Governmental Entity. For purposes of this Agreement. From , "CONFIDENTIAL INFORMATION" shall include all information about Target which has been furnished by Target to Acq Corp; PROVIDED, HOWEVER, that Confidential Information does not include information which (x) is or becomes generally available to the date hereof until public other than as a result of a disclosure by Acq Corp, its attorneys, accountants or financial advisors not permitted by this Agreement, (y) was available to Acq Corp on a non-confidential basis prior to its disclosure to Acq Corp by Target or (z) becomes available to Acq Corp on a non-confidential basis from a Person other than Target who, to the Effective Time Knowledge of Acq Corp, is not otherwise bound by a confidentiality agreement with Target or is not otherwise prohibited from transmitting the earlier relevant information to Acq Corp. In the event of termination of this Agreement in accordance with its termsfor any reason, upon reasonable prior notice, Parent shall, and Acq Corp shall cause each of the Parent Subsidiaries promptly return all Confidential Information 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 ParentTarget. (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 through the Effective Time (or if earlier, the earlier termination of date on which this Agreement in accordance with its terms, upon reasonable prior noticeis terminated pursuant to Article VII), the Company shall, and shall cause each of the Company its Subsidiaries to afford use commercially reasonable efforts to, upon reasonable notice, (i) provide to Parent PubCo and Parent’s its Representatives reasonable access during normal business hours to the Company or the Company Subsidiaries’ officers, employees, properties, Contractsbooks, books records, work papers and records. The other documents and information relating to the Company shall and its Subsidiaries, (ii) furnish promptly such information, including copies of books, records, work papers, Tax Returns and other documents and information relating to Parent the Company and its Subsidiaries, as PubCo or its Representatives may reasonably request, (iiii) a copy permit PubCo’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of each reportthe Company that are responsible for the Company’s financial statements and internal controls to discuss such matters as the other party may reasonably request, schedule and (iv) make available to PubCo copies of any material notice, report or other document filed with or submitted by it pursuant sent to the requirements of federal or state securities Laws and a copy of received from 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 Governmental Authority in connection with the Merger and this Agreement. Transactions. (b) From the date hereof until of this Agreement through the Effective Time (or if earlier, the earlier termination of date on which this Agreement in accordance with its termsis terminated pursuant to Article VII), upon reasonable prior notice, Parent PubCo shall, and shall cause each of the Parent its Subsidiaries to afford use commercially reasonable efforts to, upon reasonable notice, (i) provide to the Company and the Company’s its Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, employees, properties, Contractsbooks, books records, work papers and records in each case other documents and information relating solely to the SpinCo BusinessPubCo and its Subsidiaries, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall (ii) furnish promptly such information, including copies of books, records, work papers, Tax Returns and other documents and information relating to the Company all relevant information concerning the business, properties PubCo and personnel of Parent and the Parent its Subsidiaries, in each case, as the Company or its Representatives may reasonably request solely request, (iii) permit the Company’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of PubCo that are responsible for PubCo’s financial statements and internal controls to discuss such matters as the other party may reasonably request, and (iv) make available to the Company copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Separation, the Distribution and this Agreement. Transactions. (c) Notwithstanding the foregoing provisions of this Section 6.7(a)foregoing, neither PubCo nor the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant provide such access if the Disclosing Party it reasonably determines that it would (Ai) materially disrupt or impair in any material respect the business or operations of PubCo or the Disclosing Party Company, as applicable, or any of its their respective Subsidiaries, or (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, (Cii) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 . Nothing herein shall require the Company or PubCo or any COVID-19 Measures, (E) result in of their respective Subsidiaries to disclose information to the disclosure of any trade secrets, or (F) extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing privilege or violate any confidentiality obligation of such Party will existing as of the date of this Agreement (provided that such Party shall use commercially reasonable best efforts to make appropriate substitute permit such disclosure arrangements under circumstances to be made in which a manner consistent with the restrictions protection of the preceding sentence apply. Without limiting the generality such privilege or to obtain any consent required to permit such disclosure to be made without violation of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15such confidentiality obligations, the Disclosing Party, after consultation with its outside legal counsel, may reasonably designate competitively sensitive information as applicable). (d) PubCo 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 shall comply with and Parentshall use their reasonable best efforts to cause their respective Representatives to comply with, and subject to any amendment, supplement or other modification to all of their respective obligations under the Confidentiality Agreement, with respect to the Clean Team Agreement or additional confidentiality or joint defense agreement between information disclosed under this Section 5.03. The Company acknowledges that the Company and Parent. (b) The Confidentiality Agreement dated as information provided to it is subject to the terms 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 Parties shall, and shall cause each of the Company Subsidiaries to to, afford to the Representatives of Parent (the “Parent Representatives”) (to the extent permitted under applicable Law, including the HSR Act and Parent’s Representatives the Law relating to exchange of information) reasonable access access, during normal business hours during the period prior to the Company or the Company Subsidiaries’ officersEffective Time, to all its assets, properties, books, Contracts, books commitments and records. The , and, during such period, the Company Parties shall, and shall furnish promptly cause the Company 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 businesstheir businesses, assets, liabilities, properties and personnel as Parent may reasonably request. The Company Parties shall, and shall cause the Company Representatives to, permit the Parent Representatives to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company and the Company Subsidiaries, in each case, Subsidiaries to discuss such matters as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time deem necessary 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 applyappropriate. Without limiting the generality of any of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15foregoing, the Disclosing Party, after consultation with its outside legal counsel, may Company shall promptly provide Parent notice of any inaccuracy of any representation or warranty or breach of any covenant or agreement contained in this Agreement at any time during the term hereof that could reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided expected to cause the outside legal counsel of the other Party, or subject conditions set forth in Article 7 not 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 Parentbe satisfied. (b) The Parent Parties shall, and shall cause the Parent Subsidiaries to, afford the Company Representatives (to the extent permitted under applicable Law, including the HSR Act and the Law relating to exchange of information) reasonable access, during normal business hours during the period prior to the Effective Time, to all its assets, properties, books, Contracts, commitments and records, and, during such period, the Parent Parties shall, and shall cause the Parent Subsidiaries to, make available to the Company all information concerning their businesses, assets, liabilities, properties and personnel as the Company may reasonably request. (c) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the parties on June 27, 2008 (as amended by Addendum #1 thereto, dated as of May 26February 4, 2022 between Parent and the Company (2011, the “Confidentiality Agreement”). (d) No investigation by the Parent or any Parent Representative shall affect the representations and the Clean Team Confidentiality Agreement dated as warranties of May 26, 2022 between Parent and the Company (the “Clean Team Parties set forth in this Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. (a) From Between the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeand the Closing, the Company shall, and shall cause each of the Company Subsidiaries use commercially reasonable efforts to afford to Parent the Buyer and Parent’s Representatives its professional advisors reasonable access during normal business hours and upon reasonable prior notice to all of the Company or the Company Subsidiaries’ officers, properties, Contractspersonnel, contracts and agreements, 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 SubsidiariesSubsidiaries as the Buyer may from time to time reasonably request; provided, in each casehowever, as Parent may reasonably that such access or request in connection shall not unreasonably interfere 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 any 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 businesses or operations of the Disclosing Party Company or any of its Subsidiaries; provided, (B) constitute a violation further, that the auditors and accountants 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 Parentits Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has executed a customary agreement related to such access to work papers in form and substance reasonably satisfactory to such auditors or accountants. The Buyer shall hold, and subject shall cause its professional advisors to any amendmenthold, supplement or other modification to all Evaluation Material (as defined in 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 26Triarc Companies, 2022 between Parent Inc. and the Company Buyer dated February 14, 2007 (the “Confidentiality Agreement”) or the Confidentiality Agreement, between Triarc Companies, Inc. and the Clean Team Confidentiality Agreement Bear, ▇▇▇▇▇▇▇ & Co. Inc., dated as of May 26February 16, 2022 between Parent and the Company 2007 (the “Clean Team Bear ▇▇▇▇▇▇▇ Confidentiality Agreement”), as applicable) in confidence in accordance with the terms of the Confidentiality Agreement or the Bear ▇▇▇▇▇▇▇ Confidentiality Agreement, as applicable, and, in the event of the termination of this Agreement for any reason, the Buyer promptly shall survive return all Evaluation Material in accordance with the execution and delivery terms of the Confidentiality Agreement. (b) The Buyer agrees that neither the Company nor any of its Subsidiaries or any other Person acting on behalf of the Company or any of its Subsidiaries shall have or be subject to any liability, except as specifically set forth in this Agreement, to the Buyer, or any other Person resulting from the distribution to the Buyer, for the Buyer’s use, of any such information, including any information, document or material made available to the Buyer in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. (c) Between the date of this Agreement and the Closing Date, without the prior written consent of the Company, the Buyer and Buyer Sub shall apply not, and shall cause each of their respective employees, counsel, accountants, consultants, financing sources and other authorized representatives not to, contact or communicate with any Client or any Person who, to the Knowledge of the Buyer, is an investor in any CDO or Hedge Fund or provides services to any CDO, in each case, in connection with the transactions contemplated by this Agreement. (d) Between the date of this Agreement and the Closing, the Buyer shall use commercially reasonable efforts to afford the Company and its professional advisors reasonable access during normal business hours and upon reasonable prior notice to all of the properties, personnel, contracts and agreements, books and records of the Buyer and the Subsidiaries and shall promptly deliver or make available to the Company information furnished thereunder concerning the business, properties, assets and personnel of the Buyer and its Subsidiaries as the Company may from time to time reasonably request; provided, however, that such access or hereunderrequest shall not unreasonably interfere with any of the businesses or operations of the Buyer or any of its Subsidiaries; provided, further, that the auditors and accountants of the Buyer and its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has executed a customary agreement related to such access to work papers in form and substance reasonably satisfactory to such auditors or accountants.

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

Access to Information; Confidentiality. (a) From the date hereof of this Agreement until the earlier to occur of the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticethe terms set forth in Article VII, the Company shall, and shall cause each of the Company its Subsidiaries to and its Representatives to, afford to Parent and Parent’s its Representatives reasonable access during normal business hours access, at reasonable times, upon reasonable advance notice to the Company or the Company Subsidiaries’ all of its officers, employees, accountants, agents, properties, Contractsoffices, books and other facilities and to all books, records. The , contracts, and other assets, and the Company shall, and shall cause its Subsidiaries and its Representatives to, furnish 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 Agreementfrom time to time. 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 No investigation shall cause each of the Parent Subsidiaries to afford to the Company and affect the Company’s Representatives reasonable access during normal business hours representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely Merger Sub pursuant 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 Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement Agreement, dated as of May 26March 21, 2022 2019, between Parent and the Company (the “Rooster Confidentiality Agreement”) and the Clean Team Confidentiality Agreement Agreement, dated as of May 26March 25, 2022 2019, between Parent and the Company (the “Clean Team Parent Confidentiality Agreement” and, together with the Rooster Confidentiality Agreement, the “Confidentiality Agreements”) ), which shall survive the execution and delivery termination of this Agreement in accordance with the terms set forth therein. (c) This Section 5.03 shall not require the Company to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with outside counsel) of the Company would reasonably be expected to result in (i) any violation of any Law to which the Company or its Subsidiaries is subject or cause any privilege (including attorney-client privilege) which the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with outside counsel) would reasonably be expected to be, a future Legal Action or (ii) if the Company and its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand, are adverse parties in a Legal Action, such information being reasonably pertinent thereto; provided that the parties shall apply use their reasonable best efforts to all find a way to allow disclosure of such information furnished thereunder to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with outside counsel)) reasonably be likely to result in the violation of any such Law or hereunderreasonably be likely to cause such privilege to be undermined with respect to such information or (B) would reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent shall be provided access to such information; provided, further, that the Company shall (1) notify Parent that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such Law or are reasonably likely to cause such privilege to be undermined, and (2) communicate to Parent in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.03(c)).

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 its termsso as to use commercially reasonable efforts to require that Knight Ridder will afford to Buyer, upon reasonable prior notice, the Company shallMediaNews and their respective Representatives, and following the Effective Time, Seller shall cause each of the Company Subsidiaries to afford to Parent Buyer, Media News and Parent’s their respective Representatives reasonable access during normal business hours hours, throughout the period prior to the Company or earlier of the Company Subsidiaries’ officersClosing and 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 Other 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 Other 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 SubsidiariesOther Business, (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 20, 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 Agreements) confidential in accordance with the terms 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 hereunderConfidentiality Agreements.

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 confidentiality of this Agreement in accordance with its termsinformation, upon reasonable prior notice, the Company each of GBC and First Charter shall, and shall cause each of the Company its Subsidiaries to to, afford to Parent the officers, employees, accountants, counsel, advisors, agents and Parent’s Representatives other representatives of the other party, reasonable access 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 and records. The Company , and, during such period, such party shall, and shall furnish promptly cause its Subsidiaries to, make available to Parent 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 or insurance laws (including “comment letters”other than reports or documents that such party is not permitted to disclose under applicable law) 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 as the Company and the Company Subsidiaries, in each case, as Parent other party may reasonably request (in connection with the Merger and case of a request by GBC, information concerning First Charter that is reasonably related to the prospective value of First Charter Common Stock or to First Charter’s ability to consummate the transactions contemplated hereby). Neither GBC nor First Charter, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the 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 The parties 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 GBC shall provide First Charter with its outside legal counsel, may reasonably designate competitively sensitive information and documents monthly financial statements 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 requested 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 ParentFirst Charter. (b) The Each party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from the other party (other than disclosure to that party’s agents and representatives in connection with the evaluation and consummation of the Merger) in connection with this Agreement or the Merger (including the existence and terms of this Agreement) and use such information solely to evaluate the Merger, unless (a) such information is already known to the receiving party or its agents and representatives, (b) such information is subsequently disclosed to the receiving party or its agents and representatives by a third party that, to the knowledge of the receiving party, is not bound by a duty of confidentiality, (c) such information becomes publicly available through no fault of the receiving party, (d) the receiving party in good faith believes that the use of such information is necessary or appropriate in making any filing or obtaining any consent required for the Merger (in which case the receiving party shall advise the other party before making the disclosure) or (e) the receiving party in good faith believes that the furnishing or use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving party shall advise the other party before making the disclosure). All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement Agreements entered into between each of the Parties and B▇▇▇▇ Capital dated as of April 3, 2006 and May 2623, 2022 between Parent and the Company 2006 (collectively, the “Confidentiality Agreement”). (c) No investigation by a party hereto or its representatives shall affect the representations and warranties of the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team other party set forth in this 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 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 Subject to the restrictions imposed by the HSR Act and Foreign Antitrust Laws, from and after the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior noticeuntil the Control Time, the Company shall, and shall cause each of the Company Subsidiaries will use best efforts to afford to (i) give Parent and Parent’s Purchaser and their respective Representatives reasonable access during normal business hours to all employees, plants, offices and other facilities and to all books, contracts, commitments and records (including Tax returns) of the Company and its Subsidiaries and cause the Company’s Representatives to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (ii) permit Parent and Purchaser to make such non-invasive inspections as they may reasonably request, (iii) cause its and its Subsidiaries’ officers to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the Company Subsidiaries’ officersas Parent or Purchaser may from time to time reasonably request, properties, Contracts, books and records. The Company shall (iv) furnish promptly to Parent (i) and Purchaser a copy of each report, schedule and other document filed or submitted received by it the Company or any of its Subsidiaries during such period pursuant to the requirements of the 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 ParentLaws. (b) The Information obtained by Parent or Purchaser pursuant to Section 6.2(a) shall be subject to the provisions of the Confidentiality Agreement dated as of May 26, 2022 between Parent and Agreement. (c) Nothing in this Section 6.2 shall require the Company (to permit any inspection, or to disclose any information, that in the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as reasonable judgment of May 26, 2022 between Parent and the Company would (i) violate any of its respective obligations with respect to confidentiality, provided that the “Clean Team Agreement”) Company shall survive use its commercially reasonable efforts to obtain the execution and delivery consent of this Agreement such third party to such inspection or disclosure and shall apply disclose or describe such information to all information furnished thereunder the fullest extent possible consistent with such obligations, or hereunder(ii) result in a violation of applicable law, including the HSR Act or Foreign Antitrust Laws. (d) No investigation by and of any party or its Representatives shall affect the representations, warranties, covenants, agreements, rights or remedies of the parties set forth herein.

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.