Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, from the date of this Agreement to the Effective Timeupon reasonable notice, Parent and the Company shall (afford to Parent and shall cause their respective subsidiaries to): (i) provide Parent’s Representatives reasonable access during normal business hours to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Company’s officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books books, Contracts and records thereof and (ii) the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning the its business, properties, contractspersonnel, assets, liabilities, personnel liabilities and other aspects of it and its subsidiaries properties as the other party or its Representatives Parent may reasonably request; provided that neither party Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in good faith and in its reasonable judgment, that doing so could violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege or other legal privilege or expose the Company to risk of liability for disclosure of Personal Information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation, risk waiver of such privilege or expose the Company to such risk. All requests for information made pursuant to this Section 6.06 shall be required to furnish any information about any Legal Proceeding that is pending, or directed to the knowledge Person designated by the Company. Until the Closing, the information provided will be subject to the terms of such party threatenedthe Confidentiality Agreement, against such party or any subsidiary or property or asset dated as of such subsidiary if in the reasonable judgment of such party after consulting with its outside counselMay 6, furnishing such information would reasonably be expected to prejudice materially the rights of such party2022, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, by and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by BAM Re Holdings Ltd. (as may in the parties pursuant future be amended from time to (a) above shall be subject to time, the Non-Disclosure “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to otherwise prohibited by applicable Law or the terms of any confidentiality agreement or similar agreement or arrangement Contract to which Parent or the Company or any of their subsidiaries its Subsidiaries is a party subject (provided, that the Company shall use its commercially reasonable efforts to promptly obtain any consent required under such contract or pursuant to applicable Lawagreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement to until the Effective Time, Parent and the Company shall (shall, and shall cause their respective subsidiaries its Subsidiaries to): , (i) provide to the other (Parent and its officersParent’s Representatives reasonable access, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents during normal business hours and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice reasonable notice, to the officers, employees, agents, properties, offices and other facilities of it the Company and its subsidiaries Subsidiaries and to the books and records thereof thereof; and (ii) furnish promptly Parent with such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it the Company and its subsidiaries Subsidiaries as the other party Parent or its Representatives may reasonably request; provided provided, however, that neither party the Company shall not be required to furnish provide access to or disclose any information about if such access or disclosure would jeopardize any Legal Proceeding that is pendingattorney-client privilege, work product doctrine or to other applicable privilege of the knowledge of such party threatened, against such party Company or any subsidiary of its Subsidiaries or property violate any Law or asset of such subsidiary if in the reasonable judgment of such party after consulting with Order. Any investigation by Parent or its outside counsel, furnishing such information would reasonably Representatives pursuant to this Section 7.04 shall be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates conducted in such Legal Proceeding or any related Legal Proceedingmanner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above this Section 7.04 shall be subject kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure by its Representatives of any such information provided or made available pursuant to the Non-Disclosure Agreementthis Section 7.04. (c) No investigation pursuant to this Section 6.04 7.04 shall affect any representation representation, warranty, covenant or warranty agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto to consummate the Mergerhereto.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement to through the Effective Time, Parent and notwithstanding anything to the contrary in the Confidentiality Agreement, dated as of August 5, 2015 (the “Confidentiality Agreement”), by and between Zoetis Services LLC and the Company, the Company shall (shall, and shall cause their respective subsidiaries each Company Subsidiary to): : (ia) provide to Parent and Merger Sub and their respective representatives reasonable access during normal business hours in such a manner as not to interfere with the other (and its officersoperation of any business conducted by the Company or any Company Subsidiary, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior written notice to the Company, to the officers, employees, agents, properties, offices and other facilities of it the Company and its subsidiaries the Company Subsidiaries and to the books and records thereof (and any Tax Returns and Tax records) thereof; and (iib) furnish promptly such information concerning the business, properties, contractsContracts, assetsTaxes, liabilitiesassets and liabilities of the Company and Company Subsidiaries as Parent, personnel and other aspects of it and its subsidiaries as the other party Merger Sub or its Representatives their respective representatives may reasonably request; provided provided, however, that neither party the Company shall not be required to furnish any information about any Legal Proceeding that is pending, (or to cause any Company Subsidiary to) afford such access or furnish such information to the knowledge of such party threatenedextent that the Company believes, against such party or any subsidiary or property or asset of such subsidiary if in good faith, that doing so would: (i) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable judgment best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); or (ii) breach, contravene or violate any applicable Law (provided that the Company shall use its reasonable best efforts to allow for such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors access or affiliates disclosure in a manner that does not result in such Legal Proceeding a breach, contravention or any related Legal Proceeding. (b) violation). All information provided or furnished pursuant to this Section 6.02 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. The parties Company shall comply withnot, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject Subsidiaries not to, enter into any Contract with any Person subsequent to the Non-Disclosure date of this Agreement. (c) No investigation pursuant , and none of the Company or any Company Subsidiary is party to any Contract, in each case, that prohibits or restricts compliance with this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger6.02.

Access to Information; Confidentiality. (a) Except From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors, employees and representative to, afford to Parent reasonable access during normal business hours, consistent with applicable Law, to its officers, employees, properties, offices, other facilities and books and records, and shall furnish Parent with all Contracts, financial, operating and other data and information as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent shall reasonably request (it being agreed, however, that the foregoing shall not permit Parent or its officers, employees or representatives to conduct any invasive environmental testing or sampling, including but not limited to facility surface and subsurface soils and water, air or building materials without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of their subsidiaries is its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any Contract with any third party, (ii) constitute a party waiver of or pursuant to jeopardize the attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law, from the date of this Agreement to the Effective Time, Parent and Law (it being agreed that the Company shall (and shall cause their respective subsidiaries to): x) give notice to Parent of the fact that it is withholding such information pursuant to clauses (i) provide to the other (and its officers), directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly or (iii) above and (y) reasonably cooperate with Parent to cause such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; to be provided in a manner that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would not reasonably be expected to prejudice materially the rights of waive or jeopardize such partyprivilege, its subsidiaries, officers, directors violate such applicable Law or affiliates in breach such Legal Proceeding or any related Legal ProceedingContract). (b) The parties shall comply with, Each of Parent and shall Merger Sub will hold and treat and will cause their respective its Representatives to comply withhold 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, all of their obligations under the Non-Disclosure Agreement dated October 1525, 2003 2019, between Guarantor and the Company (the “Non-Disclosure Confidentiality Agreement”), between which Confidentiality Agreement shall remain in full force and effect in accordance with its terms but shall terminate at the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure AgreementEffective Time. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior notice, the Company shall, and shall use commercially reasonable efforts to cause its Subsidiaries, officers, Directors and Representatives to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, consistent with applicable Law, to the Company’s officers, employees, properties, offices, other facilities and books and records, and shall furnish Parent, Merger Sub and their respective Representatives with all financial, operating and other data and information as Parent, Merger Sub and their respective Representatives shall reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required pursuant to provide access to or to disclose information where such access or disclosure would (i) breach any confidentiality agreement with any third party (provided that the Company has used commercially reasonable efforts to find an alternative means, not constituting a breach of any such agreement with a third party, to provide the access or similar agreement information contemplated by this Section 6.5), (ii) constitute a waiver of the attorney-client or arrangement to which Parent or other privilege held by the Company or any of their subsidiaries is a party its Subsidiaries or pursuant to (iii) otherwise violate any applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, Each of Parent and shall Merger Sub will hold and treat and will cause their respective its Representatives to comply withhold 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 between the Company and Parent dated as of June 29, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 2009 (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Each of the Company, Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives and sources of Debt Financing and Equity Financing, shall afford to any confidentiality agreement each other reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its and its Subsidiaries' properties, books and records and to those employees of the Company or similar agreement or arrangement to which Parent or their respective Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, each of the Company and Parent shall furnish, as promptly as practicable to such persons all information concerning its and its Subsidiaries' business, properties and personnel as such persons may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent nor any of their respective Subsidiaries shall be required to provide access to or disclose information if the Company or Parent, as applicable, reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company, Parent or any of their subsidiaries respective Subsidiaries, as applicable, or contravene any Law to which the Company, Parent or any of their respective Subsidiaries, as applicable, is a party party; provided that, in any such case, the Company or pursuant Parent, as applicable, shall provide such information in redacted form as necessary to applicable Lawpreserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, from the date of this Agreement to the Effective Timeextent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of April 4, 2013, between Parent and the Company (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to comply withhold, all of their obligations under information received from the Non-Disclosure Agreement dated October 15other party or its Representatives, 2003 (directly or indirectly, in confidence in accordance with the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All No information or knowledge obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No any person in any investigation pursuant to this Section 6.04 5.02 shall affect or be deemed to modify any representation or warranty in this Agreement or made by any condition to the obligations of the parties hereto to consummate the Mergerparty hereto.

Access to Information; Confidentiality. (a) Except as required pursuant From the date hereof to any confidentiality agreement or similar agreement or arrangement to which Parent the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company or any of their subsidiaries is a party or pursuant shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and Representatives to, afford to Parent and its Representatives reasonable access during normal business hours, consistent with applicable Law, from the date of this Agreement to the Effective Timeits officers, employees, properties, offices, other facilities and books and records, and shall furnish Parent and its Representatives with all financial, operating and other data and information as Parent shall reasonably request in writing (it being agreed that the Company foregoing shall (require the Company, its Subsidiaries, officers, directors and shall cause their respective subsidiaries to): (i) provide Representatives to the other (permit Parent and its officers, directorsemployees or Representatives to conduct any Phase I environmental assessment; provided, employeeshowever, subsidiariesthat the Company, accountantsits Subsidiaries, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employeesdirectors and Representatives shall have no obligation in respect of any environmental testing or sampling, agentsincluding, propertiesbut not limited to, offices facility surface and other facilities of it subsurface soils and its subsidiaries and to the books and records thereof and (ii) furnish promptly water, air or building materials). All requests for such information concerning pursuant to this Section 6.5 shall be made through the businessChief Financial Officer of the Company or such Person as he shall delegate. Notwithstanding the foregoing, properties, contracts, assets, liabilities, personnel and other aspects any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of it and its subsidiaries as the other party Company or its Representatives may reasonably request; provided that neither party Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third-party, (ii) constitute a waiver of or jeopardize the knowledge attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law; provided, however, that the Company shall provide notice to Parent of such party threatenedthe fact that it is withholding access to information pursuant to clause (i), against such party (ii) or any subsidiary or property or asset (iii) of such subsidiary if in the this Section 6.5(a) and use commercially reasonable judgment of such party after consulting with its outside counsel, furnishing efforts to cause such information to be made available in a manner that would not reasonably be expected to prejudice materially the rights of cause such partybreach, its subsidiaries, officers, directors waiver or affiliates in such Legal Proceeding or any related Legal Proceedingviolation. (b) The parties shall comply with, Each of Parent and shall Merger Sub will hold and treat and will cause their respective its Representatives to comply withhold 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, all of their obligations under dated May 29, 2015, between Parent and the Non-Disclosure Agreement dated October 15, 2003 Company (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required During the Interim Period, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and Parent shall, and shall cause each of the Parent Subsidiaries and the Company Subsidiaries, respectively, to, afford to the other party and to the 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 shall, and shall cause each of the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to any confidentiality agreement the requirements of federal or similar agreement state securities Laws, and (ii) all other information (financial or arrangement to which Parent or otherwise) concerning its business, properties and personnel as such other party may reasonably request. Without limiting the Company or any of their subsidiaries is a party or pursuant to applicable Lawforegoing, from the date hereof until the earlier of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof Effective Time and (ii) furnish promptly such information concerning the businesstermination of this Agreement, propertiesthe Company shall maintain, contractsor cause to be maintained, assets, liabilities, personnel and other aspects of it provide Parent and its subsidiaries as Representatives continued access to, the other party Data Site, and shall not remove any documents or its Representatives may reasonably request; information loaded onto the Data Site prior to, on or after the date hereof. The Company shall not remove any of the documents or items provided that neither party in the Data Site through and including the Closing Date. (b) This Section 6.4 shall be required not require either the Company or Parent to furnish permit any information about any Legal Proceeding that is pendingaccess, or to disclose any information, that in the knowledge reasonable, good faith judgment (after consultation with counsel) of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information (i) would reasonably be expected to prejudice materially the rights result in any violation of any Contract or Law to which such party or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that such party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such party, its subsidiaries, officers, directors or affiliates privilege could in such Legal Proceeding party’s good faith judgment (after consultation with counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel) could be, future litigation or (ii) is reasonably pertinent to any litigation, if any, in which such party or any related Legal Proceeding. (b) The parties shall comply withof its Subsidiaries, on the one hand, and the other party or any of its Subsidiaries, on the other hand, are adverse parties; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (A) would not (in the good faith belief of the party being requested to disclose the information (after consultation with counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause their respective such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the party being requested to disclose the information (after consultation with counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the other party shall be provided access to comply withsuch information; provided, all of their further, that the party being requested to disclose the information shall (x) notify the other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to the Non-Disclosure Agreement dated October 15other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 6.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any Contract, 2003 use reasonable commercial efforts to seek consent from the applicable Third Party to any such Contract with respect to the disclosures prohibited thereby (to the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained extent not otherwise expressly prohibited by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementterms of such Contract). (c) No investigation 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 6.04 shall affect any representation or warranty 6.4, in this Agreement or any condition confidence to the obligations extent required by and in accordance with, and will otherwise comply with, the terms of the parties hereto to consummate the MergerConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable LawLaw and the Confidentiality Agreement, from the date of this Agreement to hereof until the Merger Effective Time, Parent and the Company shall (shall, and shall cause their respective its subsidiaries to): (i) provide to and the other (and its officers, directors, employees, subsidiariesauditors and agents of the Company and its subsidiaries to afford Parent and its Representatives, accountantsfollowing notice from Parent to the Company in accordance with this Section 7.02, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, books and records thereof of the Company and its subsidiaries, and all other financial, operating and other data and information and to provide Parent and its Representatives, following notice from Parent to the Company in accordance with this Section 7.02, access to inspect and make copies of the books, records, Tax Returns, work papers and other documents and information relating to the Company and its subsidiaries, in each case as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Representatives of the Company or Company Subsidiary, unless in each case Parent obtains the prior consent of the Company, which shall not be unreasonably withheld, delayed or conditioned, (ii) furnish promptly contact or have any discussions with any customers of the Company or their respective subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, delayed or conditioned, (iii) damage any property or any portion thereof, or (iv) collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils. Parent shall schedule and coordinate all such information concerning access and inspections with the businessCompany and shall give the Company reasonable notice thereof. The Company shall be entitled to have Representatives present at all times during any such discussions and inspections. Notwithstanding the foregoing, properties, contracts, assets, liabilities, personnel and other aspects neither the Company nor any of it and its their respective subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of their respective subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, affiliates of Parent who are directors of the Company may have such access as they reasonably request in the exercise of their fiduciary duties as directors, other than any information about related to, and any Legal Proceeding that is pendingmaterials prepared by the Company or its Representatives in connection with, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingtransactions contemplated by this Agreement. (b) The parties shall comply with, and shall cause their respective Representatives Prior to comply withthe Merger Effective Time, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation Parent pursuant to this Section 6.04 7.02 shall affect any representation or warranty be kept confidential in this Agreement or any condition to accordance with the obligations confidentiality agreement dated July 6, 2007 between an affiliate of Parent and the parties hereto to consummate Company (the Merger“Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ properties, books and records and to those employees of the Company to whom Parent reasonably requests access, and, during such period, the Company shall furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request (a) Except as required pursuant including the right to any confidentiality agreement or similar agreement or arrangement to which conduct Phase I Environmental Site Assessments, it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to conduct any environmental testing or sampling). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of their subsidiaries its Subsidiaries or contravene any Law or any Contract to which the Company or any of its Subsidiaries is a party or pursuant to applicable Lawsubject. The parties shall make appropriate substitute disclosure arrangements in circumstances where the previous sentence applies. Except for disclosures expressly permitted by the terms of that certain confidentiality letter agreement dated as of February 3, from the date of this Agreement to the Effective Time2010, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to comply withhold, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between information received from the Company and Parent. All information obtained by or its Representatives, directly or indirectly, in confidence in accordance with the parties pursuant to (a) above shall be subject to the Non-Disclosure Confidentiality Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or To the Company or any of their subsidiaries is a party or pursuant to extent permitted by applicable Law, from the date Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (including for the purpose of coordinating transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent may from time to time reasonably request, and, during such period, the Company shall furnish promptly to Parent (x) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (y) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. If any of the information or material furnished pursuant to this Section 5.02 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters, and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Prior to the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingSubsidiaries. (b) The parties Parent and the Company shall comply withcooperate with each other and share information during the period prior to the Effective Time or the termination of this Agreement relating to each such party’s capitalization structure for purposes of evaluating whether any adjustment to the Exchange Ratio and Cash Consideration, as contemplated by Section 2.01(d), may be required in order to satisfy the condition in Section 6.01(b) without the requirement of a vote of Parent’s stockholders. (c) Each of Parent and the Company shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply hold, all information received from the other party, directly or indirectly, in confidence in accordance with, all and shall otherwise abide by and be subject to, the terms and conditions of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15as of November 6, 2003 2007 between Parent and the Company (the “Non-Disclosure Confidentiality Agreement”); provided, between however, that the Company and Parent. All information obtained by restrictions set forth in Section 9 of the parties pursuant to (a) above Confidentiality Agreement shall be subject inapplicable with respect to any of the Non-Disclosure transactions set forth in this Agreement or any proposals or negotiations by Parent during the period specified in Section 4.02(d) in connection with its rights described therein. The Confidentiality Agreement. (c) , including the restrictions set forth in Section 9 of the Confidentiality Agreement, shall survive any termination of this Agreement. No investigation pursuant to this Section 6.04 shall 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty in this Agreement or any condition to the obligations warranties of the parties hereto or the conditions to consummate the MergerClosing, in each case, contained in this Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or The Company shall, and shall cause its Subsidiaries and the Representatives of the Company or any and its Subsidiaries to, afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the earlier of their subsidiaries is a party or pursuant to applicable Law, from the date Effective Time and the termination of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (all of its and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Subsidiaries’ Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the facilities, books and records thereof and (ii) furnish promptly such information concerning the businessall other financial, properties, contracts, assets, liabilities, personnel operating and other aspects of it data and its subsidiaries information as the other party or its Representatives Parent may reasonably request; provided that , and, during such period, the Company shall furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, neither party the Company nor any of its Subsidiaries shall be required to furnish disclose information that would result in (i) the loss of attorney-client privilege with respect to such information or (ii) result in a breach of a binding agreement to which the Company or any information about any Legal Proceeding that is pending, or of its Subsidiaries entered into prior to the knowledge date of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) this Agreement. The relevant parties shall comply withuse reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement, dated as of October 3, 2008, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause their its respective officers, employees, accountants, counsel, financial advisors and other Representatives to comply withhold, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between information received from the Company and Parentor its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 6.02 or information provided, made available or delivered to Parent pursuant to this Section 6.02 or otherwise shall affect any representation representations or warranty warranties of the Company or conditions or rights of Parent or Merger Sub contained in this Agreement or any condition to the obligations of the parties hereto to consummate the MergerAgreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, CTWS shall, and shall cause each of its Subsidiaries to, afford SJW and SJW Representatives (including Financing Sources) reasonable access during the period from the date of this Agreement to the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Article VIII, Parent to all its properties (including for purposes of conducting environmental site assessments; provided that no subsurface sampling or invasive testing shall be conducted as part of any such assessment), books, contracts, commitments, personnel and the Company shall (records and, during such period, CTWS shall, and shall cause their respective subsidiaries each of its Subsidiaries to): , furnish promptly to SJW (i) provide to the other (and its officersextent not publicly available, directorsa copy of each report, employeesschedule, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents registration statement and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice document filed by it during such period pursuant to the officers, employees, agents, properties, offices and other facilities requirements of it and its subsidiaries and to the books and records thereof securities Laws and (ii) furnish promptly such all other information concerning the its business, propertiesproperties and personnel as SJW may reasonably request (it being understood that, contractssubject to the Confidentiality Agreement or otherwise on a confidential basis subject to the Commitment Letter or the related engagement letter, assetsas applicable, liabilitiesSJW may furnish any such documents or information to SJW Representatives (including Financing Sources)); provided, personnel however, that CTWS may withhold any document or information (x) that is subject to the terms of a confidentiality agreement with a third party (provided that SJW shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) subject to any attorney-client privilege or protections, including attorney work-product protections and other aspects confidentiality protections (provided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it and its subsidiaries as possible) in a manner that does not result in a loss of attorney-client privilege or protections), or (z) if the sharing of such document or information would result in a violation of applicable Law. If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party or its Representatives may reasonably request; provided that neither party shall be required as to furnish the general nature of what is being withheld. Without limiting the generality of the foregoing, CTWS shall, within five Business Days of request by SJW, provide to SJW the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information about any Legal Proceeding that is pending, or to which a holder of CTWS Common Stock would be entitled under Sections 33-946 and 33-704 of the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and ParentCBCA. All information obtained by the parties exchanged pursuant to (a) above this Section 6.02 shall be subject to the Non-Disclosure confidentiality agreement dated August 10, 2016 between SJW and CTWS (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or To the Company or any of their subsidiaries is a party or pursuant to extent permitted by applicable Law, from the date 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 planning for post-merger 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 termination of this Agreement to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent may from time to time reasonably request, but only to the Effective Timeextent that such access does not unreasonably interfere with the business or operations of the Company or its Subsidiaries and, during such period, the Company shall furnish promptly to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the loss of attorney-client privilege. If any of the information or material furnished pursuant to this Section 6.03 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (b) In furtherance of the foregoing but without limiting the generality of Section 6.03(a), the Company shall, and shall cause its Subsidiaries and their respective officers and directors to, reasonably cooperate with Parent in connection with obtaining any financing Parent deems necessary to consummate the transactions contemplated hereby (the “Financing”), including by (i) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (ii) providing assistance in preparation of confidential information memoranda, prospectuses and other materials to be used in connection with the Financing, (iii) providing assistance in the preparation for, and participating in, meetings, due diligence sessions, road shows and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (iv) providing any financial information necessary for the satisfaction of the obligations and conditions set forth in any commitment letters or similar agreements and (v) undertaking such other actions, all as Parent may reasonably request in connection with the Financing. (c) Each of Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply hold, all information received from the other party, directly or indirectly, in confidence in accordance with, all and shall otherwise abide by and be subject to, the terms and conditions of their obligations under that certain confidentiality agreement, dated as of September 18, 2006, between Parent and the Non-Disclosure Agreement dated October 15Company (as it may be amended from time to time, 2003 (the “Non-Disclosure Confidentiality Agreement”); provided, between however, that the Company restrictions set forth in paragraph 11 of the Confidentiality Agreement shall be inapplicable with respect to any of the transactions set forth in this Agreement or any proposals, negotiations or actions by or on behalf of Parent related to this Agreement and Parent. All information obtained by the parties transactions contemplated hereby (including in response to a Notice of Superior Proposal pursuant to (a) above Section 6.04(b)). The Confidentiality Agreement shall be subject to the Non-Disclosure survive any termination of this Agreement. (c) . No investigation pursuant to this Section 6.04 shall 6.03 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty in this Agreement or any condition to the obligations warranties of the parties hereto to consummate the Mergercontained in this Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in Article IX of this Agreement, Parent and the Company shall (shall, and shall cause their respective subsidiaries its Subsidiaries to): (i) provide , afford to the other (Parent and its officersParent’s Representatives reasonable access, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times during normal operating hours, upon reasonable prior written notice and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, agentsaccountants, properties, offices and other facilities Facilities and to all books, records, Contracts and other assets of it the Company and its subsidiaries Subsidiaries, and to the books Company shall, and records thereof and (ii) shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business, properties, contracts, assets, liabilities, personnel business and other aspects properties of it the Company and its subsidiaries Subsidiaries as the other party or its Representatives Parent may reasonably request; provided that request from time to time. Notwithstanding the foregoing, neither party the Company nor any of its Subsidiaries shall be required to furnish any provide access to or disclose information about where such access or disclosure would be reasonably likely to jeopardize the protection of attorney-client privilege, or contravene any Legal Proceeding Requirement or contractual restraint enforceable upon the Company or any of its Subsidiaries (it being agreed that is pendingthe Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the knowledge of such party threatened, against such party Parent or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected Merger Sub pursuant to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingthis Agreement. (b) The parties Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Non-Disclosure Confidentiality Agreement, which shall survive the termination of this Agreement dated October 15, 2003 (in accordance with the “Non-Disclosure Agreement”), between terms set forth in Article IX of this Agreement in accordance with the Company terms set forth therein. The terms and Parent. All conditions of the Confidentiality Agreement shall apply to any information obtained by the parties Parent or any of its Representatives in connection with any investigation conducted pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to access contemplated by this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger5.2.

Access to Information; Confidentiality. (a) Except as required Subject to applicable Laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, pursuant to the reasonable request of Parent and Parent’s Representatives furnish promptly to Parent (i) a copy of each report, schedule and other document filed by it pursuant to the requirements of federal or state securities Laws and (ii) such other information reasonably requested in connection with the completion of the Transactions. Notwithstanding the foregoing, the Company shall not be obligated to provide information pursuant to this Section 6.7 if (x) the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of an attorney-client privilege, require disclosure of commercially sensitive or personal information or result in the disclosure of any confidentiality agreement trade secrets, or similar agreement (y) such information relates to or arrangement includes the evaluation, deliberations or minutes of the Special Committee or the Company Board (or any committee thereof) related to which Parent the Transactions or any other strategic alternatives involving the Company or any of their subsidiaries is a party materials provided to the Special Committee or the Company Board (or any committee thereof) in connection therewith; provided however, the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.7 in a manner so as to preserve the applicable Law, from the date of this Agreement privilege or protection with respect to such information. Until the Effective Time, any information provided pursuant to this Section 6.7 will be deemed “Confidential Information” (as such term is defined by the Confidentiality Agreement) subject to the terms of that certain letter agreement regarding, among other things, the confidentiality of certain information provided to Parent in connection with its evaluation of the Transactions, dated as of October 18, 2012, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the generality of the foregoing, Parent shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withnot, and shall cause their respective its Representatives to comply withnot to, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All use such information obtained by the parties pursuant to (a) above shall be subject for any purpose unrelated to the Non-Disclosure Agreement. (c) consummation of the Transactions. No investigation investigation, or information received, pursuant to this Section 6.04 shall affect 6.7 will modify any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate representations and warranties of the MergerCompany.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any confidentiality agreement or similar agreement or arrangement to which Parent or compliance with applicable Law and Section 6.3(b), the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withshall, and shall cause their respective its Subsidiaries to, give Parent and its Representatives reasonable access to comply withthe offices, all facilities, personnel, properties, books and records of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to its Subsidiaries (a) above shall be subject including giving permission to the Non-Disclosure Agreement. (cCompany's auditors to share its work papers) No during normal business hours, furnish to Parent and its Representatives such financial and operating data and all other information as such Persons may reasonably request and shall instruct its Representatives to cooperate with Parent in its investigation pursuant to this Section 6.04 of the business of the Company; provided, however, that no investigation of the Company's business shall affect any representation or warranty made by the Company hereunder. Each party will use its reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries that may result from requests for access, data and information hereunder. (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by Parent in accordance with the Confidentiality Agreement, dated August 6, 2004, between Parent and the Company (the "Confidentiality Agreement"). In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern. Notwithstanding the foregoing, the Company shall not be required to provide any information that it reasonably believes it may not provide to Parent by reason of contractual or legal restrictions, including applicable Laws, or which it believes is competitively sensitive information. In addition, the Company may designate any competitively sensitive information provided to Parent under this Agreement as "outside counsel only" and such information shall be given only to the outside counsel of Parent and may not be shared with Parent or any condition to the obligations of the parties hereto to consummate the Mergerits Subsidiaries or any of their respective Representatives (other than such outside counsel).

Access to Information; Confidentiality. (a) Except From the date hereof to the Partnership Merger Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, and subject to Section 5.7(b)(viii), the Company shall, and shall cause the Company Subsidiaries (including, for the avoidance of doubt, the Partnership) and/or ▇▇▇▇ Manager to, afford to Parent and its Representatives reasonable access during normal business hours, consistent with applicable Law, to all their respective properties, facilities, personnel, contracts and books and records, including to conduct non-invasive environmental site assessments, and shall furnish Parent with all financial, operating and other data and information as required pursuant Parent shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to any confidentiality agreement interfere unreasonably with the business or similar agreement or arrangement to which Parent operations of the Company or the Company or Subsidiaries. None of the Company, any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party Subsidiaries or its Representatives may reasonably request; provided that neither party ▇▇▇▇ Manager shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the knowledge attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law (provided that the Company shall use reasonable best efforts to allow for such access or disclosure in a manner that does not result in such a loss, breach or violation of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingprivilege). (b) The parties Except as otherwise expressly permitted or contemplated by this Agreement, each party shall comply withcontinue to abide by the terms of the Amended and Restated Confidentiality Agreement, dated June 18, 2018, by and shall cause their respective Representatives to comply with, all of their obligations under between the Non-Disclosure Agreement dated October 15, 2003 Company and Parent (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant Without limiting the foregoing, each of Parent, Merger Sub and Merger Partnership shall comply with its obligations under all applicable data protection Laws relating to this Section 6.04 shall affect any representation personally identifiable information provided to such parties by the Company or warranty the Partnership in connection with the transactions contemplated by this Agreement or any condition to (“PII”), shall hold all PII in confidence, and comply with the obligations Company and the Partnership’s reasonable written instructions regarding the handling of the parties hereto to consummate the MergerPII consistent with applicable PURA provisions, ERCOT Protocols and practices and other applicable Law.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Each of the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent Burro Parties and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withKick Parties shall, and shall cause each of their Subsidiaries to, afford to each other and their respective Representatives reasonable access during normal business hours, during the period prior to comply withthe Initial Effective Time or the termination of this Agreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Burro Parties and the Kick Parties shall, and shall cause each of their obligations under Subsidiaries to, furnish promptly to the Non-Disclosure Agreement other Party: (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties and personnel as may be reasonably requested (including Tax Returns filed and those in preparation and the work papers of its auditors); provided, however, that the foregoing shall not require either Party to disclose any information to the extent such disclosure would contravene applicable Law. All such information shall be held confidential in accordance with the terms of (i) the Confidentiality Agreement, between Kick and the Partnership, dated as of October 1519, 2003 2023 (the “Non-Disclosure Confidentiality Agreement”), (ii) the Clean Team Agreement, between the Company Partnership and ParentKick, dated as of November 8, 2023 (the “Kick Clean Team Agreement”), and (iii) the Clean Team Agreement between the Partnership and Kick, dated as of November 20, 2023 (the “Burro Clean Team Agreement” and together with the Kick Clean Team Agreement, collectively the “Clean Team Agreements” and each a “Clean Team Agreement”). All information obtained The obligations of Kick and the Partnership under the Confidentiality Agreement and Clean Team Agreements shall remain in full force and effect in accordance with their terms; provided, however, that nothing in the Confidentiality Agreement or Clean Team Agreements shall be deemed to restrict the performance by the parties pursuant to (a) above shall be subject to Burro or Kick of their respective obligations under this Agreement, and in the Non-Disclosure case of any conflict between the terms of this Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation , on one hand, and the terms of the Confidentiality Agreement or warranty in Clean Team Agreements, on the other hand, the terms of this Agreement or any condition to the obligations of the parties hereto to consummate the Mergershall control.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Applicable Law, from the date of this Agreement upon reasonable notice to the Effective TimeCompany, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (Company Subsidiaries and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employeesdirectors and agents of the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the Pre-Closing Period, to its officers, agents, properties, offices books, Contracts and records, and, with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and the Company Subsidiaries; and shall furnish Parent and Merger Sub all financial, operating and other facilities of it data and its subsidiaries information as Parent and to the books and records thereof and (ii) furnish promptly such information concerning the businessMerger Sub through their officers, propertiesemployees or agents, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party . None of the Company, any Company Subsidiary and any Representative of the Company shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) contravene any Applicable Law, Contract of the knowledge of such party threatened, against such party Company or any subsidiary Company Subsidiary or property Order or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information (ii) would reasonably be expected to prejudice materially violate or result in a loss or impairment of any attorney-client or work product privilege provided that (A) the rights Company, each Company Subsidiary and each of their Representatives have taken all reasonable steps to provide access to or to disclose such partyinformation on a basis that does not contravene Applicable Law, its subsidiariesContract or Order or to preserve or waive the Company’s privilege with respect thereto and (B) such access and information shall be granted or made available, officersas applicable, directors or affiliates in such Legal Proceeding or any related Legal Proceedingto external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company). (b) The parties No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.04 or otherwise shall comply withaffect or be deemed to affect or modify any representation, and shall cause their respective Representatives to comply withwarranty, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between covenant or agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent. All information obtained ’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the parties pursuant to (a) above shall be subject to the Non-Disclosure Company in this Agreement. (c) No investigation pursuant Each of Parent, Merger Sub and the Company hereby agrees that all information provided to this Section 6.04 shall affect it or any representation of its Representatives by the Company or warranty any of its Representatives, on the one hand, or Parent and Merger Sub, on the other hand, in connection with this Agreement or any condition to and the obligations consummation of the parties hereto Transactions shall be deemed to consummate be provided under, and shall be treated in accordance with, the MergerConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement, Parent and the Company shall (shall, and shall cause their respective subsidiaries its Subsidiaries to): (i) provide , afford to the other (Parent and its officersParent’s Representatives reasonable access, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times during normal operating hours, upon prior notice and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, agentsaccountants, properties, offices and other facilities Facilities and to all books, records, Contracts and other assets of it the Company and its subsidiaries Subsidiaries, and to the books Company shall, and records thereof and (ii) shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business, properties, contracts, assets, liabilities, personnel business and other aspects properties of it the Company and its subsidiaries Subsidiaries as the other party or its Representatives Parent may reasonably request; provided that request from time to time. Notwithstanding the foregoing, neither party the Company nor any of its Subsidiaries shall be required to furnish provide access to or disclose information where such access or disclosure would be reasonably likely to jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause such information about any Legal Proceeding to be provided in a manner that is pendingwould not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the knowledge of such party threatened, against such party Parent or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected Merger Sub pursuant to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingthis Agreement. (b) The parties Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Non-Disclosure Confidentiality Agreement, which shall survive the termination of this Agreement dated October 15, 2003 (in accordance with the “Non-Disclosure Agreement”), between terms set forth in ARTICLE IX of this Agreement in accordance with the Company terms set forth therein. The terms and Parent. All conditions of the Confidentiality Agreement shall apply to any information obtained by the parties Parent or any of its Representatives in connection with any investigation conducted pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to access contemplated by this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger5.2.

Access to Information; Confidentiality. (a) Except From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior notice, the Company shall, and shall use reasonable best efforts to cause its Subsidiaries, officers, Directors and Representatives to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours and upon reasonable advance notice, consistent with applicable Law, to the Company’s officers, employees, properties, offices, other facilities and books and records, and shall furnish Parent, Merger Sub and their respective Representatives with all financial, operating and other data and information as required pursuant Parent, Merger Sub and their respective Representatives shall reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and shall be conducted in such a manner as not to any confidentiality agreement interfere unreasonably with the business or similar agreement or arrangement to which Parent or operations of the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and its Subsidiaries. Neither the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and nor any of its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) breach or cause a default under any agreement with any third party (provided that the knowledge Company has used commercially reasonable efforts to find an alternative means, not constituting a breach of any such party threatenedagreement with a third party, against such party to provide the access or information contemplated by this Section 6.6), (ii) constitute a waiver of the attorney-client or other privilege held by the Company or any subsidiary of its Subsidiaries or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or (iii) otherwise violate any related Legal Proceedingapplicable Law. (b) The parties shall comply with, Each of Parent and shall Merger Sub will hold and treat and will cause their respective its Representatives to comply withhold 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, all of their obligations under the Non-Disclosure and Non-Solicitation Agreement between the Company and Parent dated October 15as of November 9, 2003 2009 (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. Upon reasonable notice and subject to (ai) Except as required pursuant to any restrictions contained in confidentiality agreement or similar agreement or arrangement agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of products and services or information relating to specific customers or other competitively sensitive information, the Company shall, and shall cause each of its subsidiaries to afford, to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access during normal business hours, during the Company or any period prior to the earlier of their subsidiaries is a party or pursuant to applicable Law, from the date termination of this Agreement to and the Effective Time, Parent to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause their respective each of its subsidiaries to): ) furnish promptly to Parent, Fimalac-U.S. or Acquisition Sub all information concerning its business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request, and each shall make available to Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (i) provide to the other (and its officers, directors, employees, subsidiariesincluding attorneys, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”professionals) access at reasonable times upon prior notice to for discussion of the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the Company's business, propertiesproperties and personnel as Parent, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party Fimalac-U.S. or its Representatives Acquisition Sub may reasonably request; provided that neither party . Any such investigation by Parent, Fimalac-U.S. or Acquisition Sub shall be required to furnish any information about any Legal Proceeding that is pendingnot affect the representations or warranties of the Company contained in this Agreement. Parent, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing Fimalac-U.S. and Acquisition Sub shall keep such information would reasonably be expected to prejudice materially confidential in accordance with the rights terms of such partythe confidentiality letter dated January 25, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 2000 (the “Non-Disclosure Agreement”"Confidentiality Letter"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, Parent shall, upon written request of the Company, destroy or collect and deliver to the Company and Parent. All information all documents obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation it or any of its representatives pursuant to this Section 6.04 shall affect 6.2 then in their possession and any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Mergercopies thereof.

Access to Information; Confidentiality. (a) Except From the date hereof to the Effective Time, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Newco 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, including security position listings or other information concerning beneficial owners and/or record owners of the Company's securities, and shall furnish Newco with all financial, operating and other data and information as required pursuant Newco, through its officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any confidentiality agreement such investigation or similar agreement consultation shall be conducted in such a manner as not to interfere unreasonably with the business or arrangement to which Parent operations of the Company or its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingSubsidiaries. (b) The parties Newco shall comply with, hold and treat and shall cause their respective Representatives its officers, employees, auditors and other authorized representatives and those of its affiliates to comply withhold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Newco in connection with the transactions contemplated in this Agreement and the Stockholder Agreement in accordance with the confidentiality agreement, all of their obligations under the Non-Disclosure Agreement dated October 15December 7, 2003 (the “Non-Disclosure Agreement”)1998, between the Company and Parent. All information obtained by Newco 35 (the parties pursuant to (a) above "Confidentiality Agreement"), which Confidentiality Agreement shall be subject to the Non-Disclosure Agreementremain in full force and effect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable LawLaw and confidentiality agreements, from the date of this Agreement to hereof until the Effective Time, Parent and the Company shall (shall, and shall cause their respective subsidiaries to): (i) provide to its Subsidiaries and the other (and its officers, directors, employees, subsidiariesauditors and agents of the Company and the Subsidiaries to afford Parent, accountantsfollowing notice from Parent to the Company in accordance with this Section 7.03, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, contracts, commitments, books and records thereof of the Company and each Subsidiary, and all other financial, operating and other data and information and any other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its representatives shall (i) contact or have any discussions with any of the Company’s or Subsidiaries’ employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (ii) furnish promptly such information concerning contact or have any discussions with any of the businesslandlords/sublandlords, propertiestenants/subtenants, contracts, assets, liabilities, personnel and other aspects or licensees or franchisees of it and its subsidiaries as the other party Company or its Representatives may reasonably request; provided Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable, and Parent is required to give the Company such written notice at least one (1) Business Day prior to the date that any tenant of a Company Property which Parent wishes to inspect is entitled to receive notice of any such inspection under the applicable Company Lease. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither party the Company nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would jeopardize the knowledge attorney-client privilege of such party threatenedthe Company or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement, against such party or any subsidiary or property or asset of such subsidiary provided that, if in requested to do so by Parent, the Company shall use its commercially reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected efforts to prejudice materially obtain a waiver from the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingcounterparty. (b) The parties shall comply with, and shall cause their respective Representatives Prior to comply withthe Effective Time, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation Parent pursuant to this Section 6.04 7.03 shall affect any representation or warranty be kept confidential in this Agreement or any condition to accordance with the obligations of confidentiality agreement dated January 29, 2007 between Centro Properties Group and the parties hereto to consummate Company (the Merger“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Except as required pursuant to otherwise prohibited by applicable Law or the terms of any confidentiality contract or agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries its Subsidiaries is a party subject (provided that the Company shall use its commercially reasonable efforts to promptly obtain any consent required under such contract or pursuant to applicable Lawagreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement to until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, Parent and the Company shall (shall, and shall cause their respective subsidiaries its Subsidiaries to): , (i) provide to the other (Parent and its officersParent’s Representatives reasonable access, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents during normal business hours and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice reasonable notice, to the officers, employees, agents, properties, offices and other facilities of it the Company and its subsidiaries Subsidiaries and to the books and records thereof (including Tax records and Tax and accounting working papers) thereof; and (ii) furnish promptly Parent and its Representatives and the Financing Sources with such information concerning the its business, properties, contracts, assets, liabilities, personnel and other aspects of it data, analyses, projections, plans and its subsidiaries information as the other party Parent or its Representatives and the Financing Sources may reasonably requestrequest in writing; provided provided, however, that neither party the Company shall not be required to furnish provide access to or disclose any information about if such access or disclosure would jeopardize any Legal Proceeding that is pendingattorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, violate any Contract, Law or Order, or give a third party the right to terminate or accelerate the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in rights under a Contract (provided that the Company shall use its commercially reasonable judgment of such party after consulting with its outside counsel, furnishing efforts to cause such information to be provided in a manner that would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates not result in such Legal Proceeding jeopardy or any related Legal Proceedingviolation). (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties Parent pursuant to (a) above this Section 7.04 shall be subject to kept confidential in accordance with the Non-Disclosure Confidentiality Agreement. (c) Notwithstanding anything herein (including Section 9.02 and Section 10.04(a)) or the provisions of the Confidentiality Agreement, the parties hereto agree that restrictions contained in the last paragraph on page 3 (continued as the first paragraph on page 4) of the Confidentiality Agreement on communications, discussions, negations, arrangements or understandings by and among the parties to the Consortium Agreement, the parties to the Investment Agreement, the Financing Sources and any of their respective Affiliates and Representatives shall be inoperative and of no force and effect as of the date hereof. (d) No investigation pursuant to this Section 6.04 7.04 shall affect any representation representation, warranty, covenant or warranty agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto to consummate the Mergerhereto.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable LawUpon reasonable prior notice, from the date hereof until the earlier of the Effective Time or the termination of this Agreement to the Effective Timein accordance with its terms, Parent and the Company shall (shall, and shall cause their respective subsidiaries to): (i) provide to the other (Company Subsidiaries and its the officers, directors, employees, subsidiariesauditors and agents of the Company and the Company Subsidiaries to, accountantsafford the officers, consultants, legal counsel, investment bankers, advisors, agents employees and other representatives, collectively, “Representatives”) Representatives of Parent and Purchaser reasonable access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, books and records thereof of the Company and (ii) each Company Subsidiary, including the Owned Company Intellectual Property, and shall furnish promptly Parent and Purchaser with such information concerning the businessfinancial, properties, contracts, assets, liabilities, personnel operating and other aspects data and information (including the work papers of it the Company’s accountants) as Parent or Purchaser, through their officers, employees and its subsidiaries as the other party or its Representatives Representatives, may reasonably requestrequest as long as these actions are in compliance with all applicable data privacy/protection Laws; provided provided, that neither party such disclosure shall not be required to furnish include any information about any Legal Proceeding that is pendingsubject to a statutory non-disclosure or similar provision or agreement with a Governmental Authority, prime contractor, higher-tier subcontractor, distributor, or other third party for end-use by a Governmental Authority (collectively, “Governmental Contracting Parties”) unless solely provided to the knowledge recipient’s outside counsel who may summarize such information and share its findings (but not the underlying information) with Parent and Purchaser, or that is subject to an attorney-client privilege or other legal privilege, or that is subject to a non-disclosure agreement with a third party. If requested by Parent, the Company agrees to use its reasonable best efforts to secure the consent of the appropriate Governmental Contracting Party or other third party to permit disclosure of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such protected information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingParent and Purchaser. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant From the date hereof to any confidentiality agreement or similar agreement or arrangement to which Parent the Effective Time or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date earlier termination of this Agreement to the Effective Timein accordance with Article VII, Parent and upon reasonable prior written notice, the Company shall (shall, and shall cause its Subsidiaries and its and their respective subsidiaries to): (i) provide to the other (and its officers, directors, employeesmanagers, subsidiariesemployees and representatives to, accountantsafford to Parent reasonable access during normal business hours, consultantsconsistent with applicable Law, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the respective officers, employees, agents, properties, offices and offices, other facilities of it and its subsidiaries and to the books and records thereof of the Company and (ii) its Subsidiaries, and shall furnish promptly such information concerning the businessParent with all financial, properties, contracts, assets, liabilities, personnel operating and other aspects data and information as Parent shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of it and its subsidiaries as the other party Company or its Representatives may reasonably request; provided that neither party Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) breach any Contract with any third party in effect on the knowledge date hereof, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law; provided, that the Company shall use its reasonable best efforts to provide such party threatened, against such party access or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing disclose such information in a manner that would reasonably be expected not result in any of the consequences referred to prejudice materially in any of the rights of such partyforegoing clauses (i), its subsidiaries, officers, directors (ii) or affiliates in such Legal Proceeding or any related Legal Proceeding(iii). (b) The parties shall comply with, Each of Parent and shall Merger Sub will hold and treat and will cause their respective its Representatives to comply withhold and treat 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, all of their obligations under dated December 4, 2015, between Parent and the Non-Disclosure Agreement dated October 15, 2003 Company (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition Notwithstanding anything to the obligations contrary set forth herein or in the Confidentiality Agreement, Parent shall be permitted to (i) disclose nonpublic or otherwise confidential information regarding the Company and its Subsidiaries to Financing Sources, rating agencies and prospective lenders and investors during syndication of any financing subject to their entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities), and (ii) publicly disclose the parties hereto Required Information and pro forma financial information provided to consummate any Financing Source under any confidential information memoranda prepared in connection with any financing sought or obtained by Parent in connection with the Mergertransactions contemplated by this Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to the Representatives of Parent reasonable access, upon reasonable advance notice, during the period from the date of this Agreement to through the Effective Time, Parent and the Company shall (and shall cause to all their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, propertiesbooks, contracts, assets, liabilitiescommitments, personnel and other aspects of it and its subsidiaries as records and, during such period, the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withCompany shall, and shall cause their respective Representatives to comply with, all each of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company Subsidiaries to, furnish reasonably promptly to Parent (a) to the extent not publicly available, a copy of each report, schedule, registration statement and Parentother document filed by it during such period pursuant to the requirements of federal or state securities Laws or commission actions and (b) all other information concerning its business, properties and personnel as Parent may reasonably request (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or any Company Subsidiary); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable efforts to obtain the required Consent of such third party to such access or disclosure); (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its commercially reasonable 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); or (iii) violate any Law. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 6.02 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information obtained by the parties exchanged pursuant to (a) above this Section 6.02 shall be subject to the Non-Disclosure confidentiality agreement, dated as of September 11, 2019, among the Company, Marubeni Corporation, Mizuho Bank, Ltd. and IBJ Leasing Company, Limited (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, Parent subject to applicable Law and upon reasonable prior notice (and solely to the extent not unreasonably disruptive to the business, employees or management of any Acquired Company), the Company shall (shall, and shall cause each of its Subsidiaries to, and use its reasonable best efforts to cause its Representatives to, afford to Parent, Merger Sub and their respective subsidiaries to): (i) provide Representatives reasonable access during normal business hours to the other (Company’s and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Subsidiaries’ officers, employees, agents, properties, offices offices, other facilities and books and records, and shall make available to Parent, Merger Sub and their respective Representatives all financial, operating and other facilities of it data and its subsidiaries information as Parent, Merger Sub and to their respective Representatives shall reasonably request, provided that the books and records thereof and (ii) furnish promptly such information concerning foregoing shall not require the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party Company or its Representatives may reasonably request; provided that neither party shall be required Subsidiaries (i) to furnish permit any information about any Legal Proceeding that is pendingaccess or inspection, or to the knowledge of such party threateneddisclose any information, against such party or any subsidiary or property or asset of such subsidiary if that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or (provided that the Company has used commercially reasonable efforts to obtain the consent of such party after consulting 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 outside counselSubsidiaries, furnishing 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 would reasonably shall be expected to prejudice materially governed by the rights terms of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingthe Confidentiality Agreement. (b) The parties shall comply with, Each of Parent and shall Merger Sub will hold and treat and will cause their respective its Representatives to comply with, hold and treat in confidence all of their obligations under documents and information concerning the Non-Disclosure Company and its Subsidiaries made available to Parent or Merger Sub in connection with the transactions contemplated by this Agreement dated October 15, 2003 (in accordance with the “Non-Disclosure Agreement”), letter agreement between the Company and Parent. All information obtained by Parent dated April 30, 2015 (the parties pursuant to (a“Confidentiality Agreement”) above which Confidentiality Agreement shall be subject to the Non-Disclosure Agreementremain in full force and effect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, Parent and upon reasonable prior written notice, the Company shall (shall, and shall use its reasonable best efforts to cause their respective subsidiaries to): (i) provide to the other (and its officers, directorsdirectors and employees to, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to afford the officers, employees, agentsauditors and other authorized representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, properties, offices offices, plants and other facilities of it and its subsidiaries and to the all books and records thereof of the Company, and (ii) shall furnish promptly such information concerning the businessParent with all financial, properties, contracts, assets, liabilities, personnel operating and other aspects data and information as Parent, through its officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of it any kind and its subsidiaries shall be conducted in such a manner as not to interfere unreasonably with the other party business or its Representatives may reasonably request; provided that neither party operations of the Company or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. The Company shall not be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or any subsidiary disclosure would violate or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such partyits clients, its subsidiaries, officers, directors jeopardize the attorney-client privilege of the Company or affiliates in such Legal Proceeding contravene any Law or any related Legal Proceedingbinding agreement entered into prior to the date of this Agreement. (b) The parties shall comply withEach of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and shall cause their respective Representatives other authorized representatives to comply with, hold and treat in confidence all of their obligations under documents and information concerning the Non-Disclosure Company furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement dated October 15, 2003 (in accordance with the “Confidentiality and Non-Disclosure Agreement”), dated May 6, 2009, between the Company and Parent. All information obtained by Parent (the parties pursuant to (a) above "Confidentiality Agreement"), which shall be subject to the Non-Disclosure Agreementremain in full force and effect in accordance with its terms. (c) No investigation pursuant The Company will hold and treat and will cause its officers, employees, auditors and other authorized representatives to this Section 6.04 shall affect any representation or warranty hold and treat in confidence all documents and information concerning Parent furnished to the Company in connection with the transactions contemplated by this Agreement or any condition to in accordance with the obligations of the parties hereto to consummate the MergerConfidentiality Agreement, which shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms of Article 7, Parent the Company shall, and shall cause each Company Subsidiary and the Company shall (and shall cause their respective subsidiaries Representatives to): : (i) provide to Parent and Merger Sub and the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) Parent Representatives reasonable access at reasonable times and 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 written notice to the Company, to the officers, employees, agents, properties, offices and other facilities of it the Company and its subsidiaries the Company Subsidiaries and to the books and records thereof as the Parent or the Parent Representatives may reasonably request from time to time, and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel assets and other aspects liabilities of it the Company and its subsidiaries Company Subsidiaries as Parent or the other party or its Parent Representatives may reasonably request; provided provided, however, that neither party the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, provided, that the Company shall use its reasonable best efforts to obtain the right to provide access to the requested information, (C) result in a competitor of the Company or any Company Subsidiary receiving information about any Legal Proceeding that is pendingcompetitively sensitive or (D) breach, contravene or to violate any applicable Law (including the knowledge of such party threatened, against such party HSR Act or any subsidiary other antitrust or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingcompetition Law). (b) The parties With respect to the information disclosed pursuant to Sections 5.3(a), Parent shall comply with, and shall cause their respective Representatives each Parent Subsidiary and each Parent Representative to comply with, all of their respective obligations under the Non-Disclosure Agreement amended and restated confidentiality agreement, dated October 15as of the date hereof, 2003 (the “Non-Disclosure Agreement”), by and between the Company and Parent. All information obtained by Parent (the parties pursuant to (a) above shall be subject to the Non-Disclosure “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Upon reasonable notice and subject to applicable Law, from the date of this Agreement Laws relating to the Effective Timeexchange of information, Parent and the Company shall (Receiver shall, and shall cause each of its Subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective subsidiaries to): (i) provide to the other (and its officersRepresentatives, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon and during normal business hours during the period prior notice to the officersEffective Time or the termination of this Agreement in a manner that does not unreasonably disrupt or interfere with the Business of Receiver, employees, agents, to all their respective properties, offices assets, books, contracts, commitments, personnel and records, and, during such period, Receiver shall, and shall cause each of its Subsidiaries to, make available to Parent (i) access to each report, schedule, form, statement and other facilities of document filed or received by it and its subsidiaries and during such period pursuant to the books and records thereof requirements of any Regulatory Law and (ii) furnish promptly such all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of it and its subsidiaries as the other party or its Representatives Parent may reasonably request; , provided that neither party Receiver shall not be required to furnish any provide access to or disclose information about any Legal Proceeding that is pending, where such access or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if disclosure would in the reasonable good faith judgment of Receiver (w) result in invasive testing of any of Receiver’s or its Subsidiaries’ real property, (x) jeopardize attorney-client privilege, (y) cause competitive harm to Receiver or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any Law or any agreement with any third party. All requests for such party after consulting with its outside counselaccess shall be made exclusively to the Representatives of Receiver as Receiver shall designate, furnishing who shall be solely responsible for coordinating all such information would reasonably be expected to prejudice materially requests and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the rights employees, customers or suppliers of Receiver, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding Representatives of Receiver as Receiver may designate. Any information that is obtained pursuant to this Section 6.3(a) or any related Legal Proceedingother provision of this Agreement shall be subject to the applicable provisions of the Confidentiality Agreement. (b) The parties Upon reasonable notice and subject to applicable Laws relating to the exchange of information, Safety shall comply withafford to Receiver, its Subsidiaries and shall cause Affiliates and to their respective Representatives Representatives, reasonable access at reasonable times and during normal business hours during the period prior to comply with, the Effective Time or the termination of this Agreement in a manner that does not unreasonably disrupt or interfere with the Business of Safety to all of its properties, assets, books, contracts, commitments, personnel and records, and, during such period, Safety shall make available to Receiver (i) access to each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of any Regulatory Law and (ii) all other information concerning its business, properties and personnel as Receiver may reasonably request, provided that Safety shall not be required to provide access to or disclose information where such access or disclosure would in the reasonable good faith judgment of Safety, (w) result in invasive testing of any of Safety’s real property (x) jeopardize attorney-client privilege, (y) cause competitive harm to Parent or Safety or their obligations under Affiliates if the Non-Disclosure transactions contemplated by this Agreement dated October 15, 2003 are not consummated or (the “Non-Disclosure Agreement”), between the Company and Parentz) contravene any Law or agreement with any third party. All requests for such access shall be made exclusively to the representatives of Safety as Safety shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Receiver nor any of Receiver’s Representatives shall contact any of the employees, customers or suppliers of Safety, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such Representatives of Safety as Safety may designate. Any information that is obtained by the parties pursuant to (athis Section 6.3(b) above or any other provision of this Agreement shall be subject to the Non-Disclosure applicable provisions of the Confidentiality Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, from between the date of this Agreement to and the earlier of the Effective Time, Parent Time and the termination of this Agreement pursuant to Section 7.01, upon reasonable notice, the Company shall (shall, and shall cause their respective subsidiaries its Subsidiaries to): (i) provide , afford to Parent and Parent’s Representatives and sources of Debt Financing reasonable access during normal business hours to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Company’s officers, employees, agents, properties, offices books, Contracts and records (other facilities than any of it and its subsidiaries and the foregoing that relate to the books negotiation and records thereof execution of this Agreement, the process that led to the negotiation and (iiexecution of this Agreement or, subject to the disclosure requirements set forth in Section 5.02, to any Takeover Proposal) and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning the its business, properties, contractspersonnel, assets, liabilities, personnel liabilities and other aspects of it and its subsidiaries properties as the other party or its Representatives Parent may reasonably request; provided that neither party Parent and its Representatives and sources of Debt Financing shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided further, however, that the Company shall not be required obligated to furnish any provide such access or information about any Legal Proceeding that is pendingif the Company determines, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the its reasonable judgment of such party (after consulting consultation with its outside counsel), furnishing such information would that doing so is reasonably be expected likely to prejudice materially (i) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party (provided that the rights Company shall have used commercially reasonable efforts to obtain the consent of such partythird party to provide such information), (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information. All requests for information made pursuant to this Section 5.06 shall be directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided (including information provided by the Company, its subsidiaries, officers, directors Subsidiaries or affiliates in such Legal Proceeding its or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives pursuant to comply withSection 5.04(c)) will be subject to the terms of the letter agreement dated as of December 9, all of their obligations under the Non-Disclosure Agreement dated October 152015, 2003 (the “Non-Disclosure Agreement”), by and between the Company and Parent. All information obtained by Apollo Management VIII, L.P. (the parties pursuant to (a) above shall be subject to the Non-Disclosure “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except During the Pre-Closing Period, the Company shall afford, and shall cause the Company Subsidiaries and the officers, directors and employees of the Company and the Company Subsidiaries to afford, the officers, employees and agents of Parent and Merger Sub reasonable access during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the Company's and the Company Subsidiaries' officers, employees, properties, facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other assets as required Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws and a copy of any confidentiality agreement communication (including "comment letters") received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions and (ii) all other information concerning its and the Company Subsidiaries' business, properties and personnel, in each case (A) as Parent through its officers, employees or similar agreement agents may reasonably request, (B) that are in the possession, custody or arrangement to which Parent or control of the Company or any Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (provided that such privilege cannot in the Company's good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or any Company Subsidiary with respect to confidentiality. Parent, Merger Sub and their subsidiaries respective officers, employees and agents will hold any such information that is a party non-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingAgreement. (b) The parties shall comply withUntil the Effective Time, and shall cause their respective Representatives to comply with, all the provisions of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15February 20, 2003 2008 between Parent and the Company (the “Non-Disclosure "Confidentiality Agreement”), between the Company ") shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any confidentiality agreement or similar agreement or arrangement applicable Laws relating to which the exchange of information, the Company shall afford, upon reasonable advance notice, to Parent and JHC, and to Parent's and JHC's respective officers, directors, members, employees, accountants, counsel, environmental consultants, financial advisors and other representatives, including Marc Reisch, reasonable access during normal business hours during ▇▇▇ ▇▇▇▇▇▇ prior to the Effective Time or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date termination of this Agreement to all its and its Subsidiaries' properties (including for the Effective Timepurposes of environmental site visits), books, contracts, commitments, personnel and records. (b) Parent and the Company Merger Sub shall (not, and shall cause their respective subsidiaries Affiliates not to): (i) provide , directly or indirectly, disclose, reveal, divulge or communicate to the any person other (and its than their officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents financial advisors and other representatives, collectively, “Representatives”representatives any Confidential Information (as defined below). Parent and Merger Sub shall not have any obligation to keep confidential (or cause their Affiliates to keep confidential) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries any Confidential Information if and to the books extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable Law, Parent and records thereof Merger Sub shall, to the extent reasonably possible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. "Confidential Information" shall mean any confidential information with respect to the Company or any of its Subsidiaries, including, methods of operation, customers, customer lists, Products, prices, fees, costs, Technology, inventions, Trade Secrets, know-how, Software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. "Confidential Information" does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or becomes generally available to the knowledge public other than as a result of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedinga disclosure not otherwise permissible thereunder. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, Parent and upon reasonable prior written notice, the Company shall (shall, and shall use its best efforts to cause its subsidiaries and their respective subsidiaries to): (i) provide to the other (and its officers, directorsdirectors and employees to, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to afford the officers, employees, agentsauditors and other authorized representatives of Parent reasonable access, consistent with applicable law, at all reasonable times to its officers, employees, properties, offices and other facilities and to all books and records, 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 time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of it and the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information disclosure would reasonably be expected to prejudice materially violate the rights of such partyany person with which it has a business relationship, its subsidiariesjeopardize the attorney-client privilege or contravene any law, officersrule, directors regulation, order, judgment, decree or affiliates binding agreement entered into prior to the date of this Agreement. The Company will make appropriate substitute disclosure arrangements under circumstances in such Legal Proceeding or any related Legal Proceedingwhich the restrictions of the preceding sentence apply. (b) The parties shall comply with, Each of Parent and shall the Company will hold and treat and will cause their respective Representatives officers, employees, auditors and other authorized representatives to comply withhold and treat in confidence all documents and information concerning the other furnished or otherwise made available to such party in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, all of their obligations under the Non-Disclosure Agreement dated October 15August 7, 2003 (the “Non-Disclosure Agreement”)2004, between the Company and Parent. All information obtained by Parent (the parties pursuant to (a) above "Confidentiality Agreement"), which Confidentiality Agreement shall be subject to the Non-Disclosure Agreementremain in full force and effect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Upon reasonable notice, each of Company and Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective each of its subsidiaries to): ) (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, counsel, financial advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, offices books, contracts, records and other facilities of it and its subsidiaries and to the books and records thereof officers and (ii) furnish promptly during such period, make available all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel as such other party may reasonably request. Each of Company and other aspects Parent shall (and shall cause each of it and its their respective subsidiaries as to) make available to the other party a copy of each report, schedule, registration statement and other document filed or its Representatives may reasonably request; provided that received by it during such period pursuant to the requirements of federal, state or foreign securities laws, or the HSR Act, state or foreign Insurance Laws or the rules and regulations of self-regulatory organizations (other than reports or documents which such party is not permitted to disclose under applicable law). Notwithstanding the foregoing, neither party nor any of its subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or any subsidiary disclosure would violate or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of its customers, jeopardize any attorney-client privilege applicable to such information or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with the HSR Act, and, if necessary, restricting review of certain sensitive material to the receiving party, its subsidiaries, officers, directors ’s financial advisors or affiliates in such Legal Proceeding or any related Legal Proceedingoutside legal counsel. (b) The parties shall comply will hold any such information in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreements, dated February 29, 2008 and shall cause their respective Representatives to comply withNovember 14, all of their obligations under the Non-Disclosure Agreement dated October 152007, 2003 respectively, between Company and Parent (the “Non-Disclosure AgreementConfidentiality Agreements”), between the Company which Confidentiality Agreements will remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect as provided under Section 8.5. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant To the extent permitted by applicable Law and confidentiality agreements, including the Confidentiality Agreement, the Company shall afford to any confidentiality agreement or similar agreement or arrangement Parent, and to which Parent 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 Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date termination of this Agreement to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent may from time to time reasonably request, and, during such period, the Effective TimeCompany shall furnish promptly to Parent (x) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (y) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (b) Each of Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply hold, all information received from the other party, directly or indirectly, in confidence in accordance with, all and shall otherwise abide by and be subject to, the terms and conditions of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15May 17, 2003 2007 between Parent and the Company (as it may be amended from time to time, the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above The Confidentiality Agreement shall be subject to the Non-Disclosure survive any termination of this Agreement. (c) . No investigation pursuant to this Section 6.04 shall 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty in this Agreement or any condition to the obligations warranties of the parties hereto to consummate the Mergercontained in this Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to the Representatives of Parent reasonable access during the period prior to the Effective TimeTime to all their respective properties, Parent books, contracts, Tax Returns, commitments, personnel and records and, during such period, the Company shall (shall, and shall cause their respective subsidiaries each of the Company Subsidiaries to): , furnish promptly to Parent (ia) provide a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities requirements of it and its subsidiaries and to the books and records thereof Federal or state securities laws or commission actions and (iib) furnish promptly such all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of it and its subsidiaries as the other party or its Representatives Parent may reasonably request; provided, however, that the Company may withhold any document or information that is subject to the terms of a confidentiality agreement with a third party (provided that neither the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) or subject to any attorney-client privilege (provided that the Company shall be required use its reasonable best efforts to furnish 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); provided that Parent and its Representatives shall conduct any information about such activities in such a manner as not to interfere unreasonably with the business or operations of the other party. If any Legal Proceeding that material is pending, or withheld by the Company pursuant to the knowledge of such party threatenedproviso to the preceding sentence, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parentshall inform Parent as to the general nature of what is being withheld. All information obtained by the parties exchanged pursuant to (a) above this Section 6.02 shall be subject to the Non-Disclosure Confidentiality Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, from the date of this Agreement to the Effective Timeupon reasonable notice, Parent and the Company shall (afford to Parent and shall cause their respective subsidiaries to): (i) provide Parent’s Representatives reasonable access during normal business hours to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Company’s officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books books, Contracts and records thereof and (ii) the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning the its business, properties, contractspersonnel, assets, liabilities, personnel liabilities and other aspects of it and its subsidiaries properties as the other party or its Representatives Parent may reasonably request; provided that neither party Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract having an express confidentiality provision, or waive the protection of an attorney-client privilege or other legal privilege. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law or a Contract having an express confidentiality provision or risk waiver of such privilege. All requests for information made pursuant to this Section 5.07 shall be required to furnish any information about any Legal Proceeding that is pending, or directed to the knowledge Person designated by the Company. Until the Final Effective Time, the information provided will be subject to the terms of such party threatenedthe letter agreement dated as of March 7, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel2012, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, by and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained Parent (as amended from time to time, the “Parent Confidentiality Agreement”) and the letter agreement dated as of July 12, 2012, by and among the parties pursuant Company and Parent (as amended from time to (a) above shall be subject to time, together with the Non-Disclosure Parent Confidentiality Agreement, the “Confidentiality Agreements”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any the confidentiality agreement or similar agreement or arrangement to which between Parent or and the Company or any of their subsidiaries is a party or pursuant to Company, dated January 8, 2014 (the “Confidentiality Agreement”) and applicable Law, from the Company shall afford to Parent and its officers, employees, accountants, counsel, financial advisors and other Representatives, full access at all reasonable times on reasonable notice during the period between the date of this Agreement to and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Section 8.1 to all their properties, Parent books, contracts, commitments, personnel and records, including for the purpose of conducting Phase I environmental site assessments (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and shall cause their respective subsidiaries to): (i) provide other document filed by it during such period pursuant to the other (and its officersrequirements of federal or state securities laws, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (iib) furnish promptly such all other information concerning the its business, properties, contracts, assets, liabilitieslitigation matters, personnel and other aspects of it environmental compliance and its subsidiaries property condition as the other party or its Representatives Parent may reasonably request; provided provided, that neither party nothing in this Section 6.2 shall be required require the Company to furnish provide any information about any Legal Proceeding that is pendingaccess, or to the knowledge of disclose any information, if permitting such party threatened, against such party access or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing disclosing such information would reasonably be expected (x) violate applicable Law, (y) violate any of its obligations with respect to prejudice materially confidentiality (provided, that the rights Company shall, upon the request of Parent, use its reasonable best efforts to obtain the required consent of any third party to such party, its subsidiaries, officers, directors access or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”disclosure), between or (z) result in the loss of attorney-client privilege (provided, that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege). In addition, the Company and its officers and employees shall reasonably cooperate with Parent in Parent’s efforts to comply with the rules and regulations affecting public companies, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation review pursuant to this Section 6.04 6.2 shall affect or be deemed to modify any representation or warranty in this Agreement contained herein, the covenants or any condition agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. All information provided pursuant to consummate this Section 6.2 shall be subject to the Mergerterms of the Confidentiality Agreement.

Access to Information; Confidentiality. From the date of this Agreement until the Acceptance Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (ai) Except give to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as required such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section 7.4 shall, prior to the Acceptance Time, require the Company to take any confidentiality agreement action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar agreement privilege or arrangement to which Parent or trade secret protection held by the Company or any of their subsidiaries is a party or pursuant to applicable Lawits Subsidiaries; provided, from the date of this Agreement to the Effective Timehowever, Parent and that the Company shall (and shall cause their respective subsidiaries to): (i) provide make a good faith effort to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) accommodate any request from Parent for access at reasonable times upon prior notice or information pursuant to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided this Section in a manner that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates does not result in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parenta waiver. All information obtained by the parties furnished pursuant to (a) above this Section shall be subject to the Mutual Non-Disclosure Agreement. , dated as of March 25, 2009, between Parent and the Company (c) as amended, the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.04 7.4 shall affect or be deemed to modify any representation or warranty in this Agreement or any condition made by the Company hereunder. Notwithstanding anything to the obligations of contrary herein, Parent shall not have the parties hereto right to consummate the Mergerperform any invasive testing on any Leased Real Property. Any access granted to Parent shall be subject to Company’s reasonable security measures.

Access to Information; Confidentiality. (a1) Except as required pursuant From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any confidentiality agreement or similar agreement or arrangement to which Parent or existing Contracts, the Company or any of their subsidiaries is a party or pursuant to applicable Lawshall, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause its Subsidiaries and their respective subsidiaries to): (i) provide to the other (and its officers, directors, Company Employees, independent auditors, advisers and agents to, afford the Parent and Purchaser and to their officers, employees, subsidiariesagents, accountantsrepresentatives such access as the Parent or Purchaser may reasonably require at all reasonable times, consultantsincluding for the purpose of facilitating integration business planning, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the their officers, employees, agents, properties, offices books, records and other facilities of it Contracts, and its subsidiaries and shall make available to the books Parent or Purchaser all data and records thereof information as the Parent and Purchaser may reasonably request (including continuing access to the Data Room); provided that: (i) the Parent or Purchaser provides the Company with reasonable notice of any request under this Section 4.6(1); (ii) access to any materials contemplated in this Section 4.6(1) shall be provided during the Company’s normal business hours only; and (iii) the Company’s compliance with any request under this Section 4.6(1) shall not unduly interfere with the conduct of the Company’s business. Without limiting the foregoing and subject to the terms of any existing Contracts: (i) the Purchaser and Parent and their representatives shall, upon reasonable prior notice, have the right to conduct inspections of each of the PNG Interests and Company Leases; and (ii) furnish promptly such information concerning the businessCompany shall, propertiesupon either of the Parent’s or Purchaser’s request, contracts, assets, liabilities, personnel facilitate discussions between the Parent or the Purchaser and other aspects of it and its subsidiaries as the other any third party or its Representatives from whom consent may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingrequired. (b2) Investigations made by or on behalf of the Purchaser, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (3) The parties shall comply with, Purchaser acknowledges that the Confidentiality Agreement continues to apply and shall cause their respective Representatives to comply with, all of their obligations that any information provided under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (aSection 4.6(1) above shall be subject to the Non-Disclosure terms of the Confidentiality Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, each of Parent and the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries and its Representatives to, afford to the other party reasonable access during normal business hours, consistent with applicable Law, to its officers, key management employees, properties, offices, other facilities and books and records, and shall promptly furnish the other party with all financial, operating and other data and information as required pursuant such party shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit either party or its officers, employees or representatives to conduct any confidentiality agreement environmental testing or similar agreement sampling or arrangement other invasive testing). Each of Parent and the Company shall furnish to which the other party and its Representatives such available financial and operating data, including any unaudited financial statements, as the other party may reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of any party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Lawrespective Subsidiaries, from as the date case may be, of this Agreement to the Effective Timetheir normal duties. Neither Parent, Parent and the Company shall (and shall cause nor any of their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the knowledge of such party threatened, against attorney-client or other privilege held by such party or (iii) otherwise violate any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counselapplicable Law, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingincluding Gaming Laws. (b) The parties shall comply withEach of Parent and the Company and each of their Subsidiaries will hold and treat, and shall will cause their respective Representatives to comply withhold and treat, in confidence all of their obligations under documents and information concerning the Non-Disclosure other party furnished to it, its Subsidiaries and/or its Representatives in connection with the transactions contemplated by this Agreement (including any and all information or documents furnished in accordance with the confidentiality letter agreement, dated October 15July 7, 2003 2016, between Parent and the Company (the “Non-Disclosure Confidentiality Agreement”)), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required To the extent not restricted by third-party agreement or applicable law, the PHI Parties and their employees, representatives, consultants, attorneys, agents, lenders and other advisors shall, subject to any necessary third-party approvals, and at their sole risk and expense, be given reasonable access during normal business hours to all facilities, properties, personnel, books and records of TPC and the Subsidiaries. The PHI Parties' investigation shall be conducted in a manner that minimizes any interference with TPC's or the Subsidiaries' operations. The PHI Parties may photocopy information they review at their own expense, subject to applicable third- party approvals. The PHI Parties agree to indemnify and hold TPC and the Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of the PHI Parties, and any loss, damage to or destruction of any property owned by TPC or the Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the PHI Parties' representatives during any visit to the business or property sites of TPC or the Subsidiaries prior to the completion of the Offer, whether pursuant to any confidentiality agreement this Section 6.3 or similar agreement or arrangement to which Parent or otherwise. None of the Company or PHI Parties nor any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountantsrepresentatives, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employeesattorneys, agents, propertieslenders or other advisors, offices and other facilities shall conduct any environmental testing or sampling on any of it and its subsidiaries and the business or property sites of TPC or the Subsidiaries prior to the books and records thereof and (ii) furnish promptly such information concerning completion of the business, properties, contracts, assets, liabilities, personnel and other aspects Offer without the prior written consent of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingTPC. (b) The parties To the extent permitted by applicable law, in order to facilitate the continuing operation of TPC by PHI and ACo without disruption and to assist in an achievement of an orderly transition in the ownership and management of TPC, after completion of the Offer and until the Effective Time, TPC, PHI and ACo shall comply withcooperate reasonably with each other to effect an orderly transition including, and shall cause their respective Representatives without limitation, with respect to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 communications with employees. (the “Non-Disclosure Agreement”)c) TPC shall, between the Company date hereof and Parentthe Effective Date, deliver to PHI complete copies of internal monthly financial and management report packages as published by TPC to include, but not limited to, statement of income, cash flow, balance sheet, capital expenditures, and administrative expenses. All These statements are to be provided for TPC on a "consolidated basis" and for Market Hub Partners on a "combined basis." These statements shall be provided as soon as practicable, but no later than the 30th working day after the end of the reporting month. (d) TPC shall notify PHI in advance of TPC or its Subsidiaries entering into any material transactions, contracts or commitments (regardless of whether such transactions, contracts or commitments are otherwise permitted by this Agreement), and consult with PHI with regard to such transactions, contracts or commitments. (e) Any information obtained by the parties pursuant to (a) above PHI Parties or their employees, representatives, consultants, attorneys, agents, lenders and other advisors under this Section 6.3 shall be subject to the Non-Disclosure Agreementconfidentiality and use restrictions contained in that certain letter agreement between TPC and PacifiCorp Power Marketing dated October 23, 1996 (the "CONFIDENTIALITY AGREEMENT"). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Each of Inuvo and CPT shall afford to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its each other’s officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, financial advisors, agents and other representatives, collectivelyreasonable access (subject to applicable Laws regarding the sharing of such information), “Representatives”) access at during normal business hours, and upon reasonable times upon prior notice notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the officersdate hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, employeesas the case may be, agentsor create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, propertiesCPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on ED▇▇▇) (i) a copy of each report, offices schedule, registration statement and other facilities of document filed or received by it and its subsidiaries and during such period pursuant to the books and records thereof requirements of federal or state securities laws; and (ii) furnish promptly such all other information concerning the its business, properties, contracts, assets, liabilities, assets and personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided . Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that neither party access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be required to furnish any information about any Legal Proceeding that is pendingkept confidential in accordance with the confidentiality agreement, or to dated May 17, 2018, by and between Inuvo and CPT (the knowledge of such party threatened, against such party “Confidentiality Agreement”) or any subsidiary or property or asset of such subsidiary if in other similar agreement among the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingParties. (b) The parties CPT shall comply withconsult with Inuvo regarding its business in a prompt manner and on a regular basis. In addition, CPT and its officers and employees shall reasonably cooperate with Inuvo in, and shall cause their respective Representatives permit Inuvo to comply withparticipate in any discussions or negotiations relating to, all the execution or amendment of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementany CPT Material Contract. (c) No information or knowledge obtained in any investigation pursuant to this Section 6.04 6.3 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or any condition the conditions to the obligations of the parties hereto to consummate the Merger. (d) CPT shall not disclose the unredacted terms of any Material Inuvo Contract to any Person other than to CPT’s counsel.

Access to Information; Confidentiality. (a) Except as required pursuant To the extent permitted by applicable Law and confidentiality agreements, including the Confidentiality Agreement, the Company shall afford to any confidentiality agreement or similar agreement or arrangement Parent, and to which Parent 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 Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date termination of this Agreement to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent may from time to time reasonably request, and, during such period, the Effective TimeCompany shall furnish promptly to Parent (x) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (y) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. If any of the information or material furnished pursuant to this Section 6.02 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (b) Each of Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply hold, all information received from the other party, directly or indirectly, in confidence in accordance with, all and shall otherwise abide by and be subject to, the terms and conditions of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15April 3, 2003 2008 between Magic Hat and the Company (as it may be amended from time to time, the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above The Confidentiality Agreement shall be subject to the Non-Disclosure survive any termination of this Agreement. (c) . No investigation pursuant to this Section 6.04 shall 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty in this Agreement or any condition to the obligations warranties of the parties hereto to consummate the Mergercontained in this Agreement.

Access to Information; Confidentiality. (a) Except From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior notice, the Company shall, and shall use its commercially reasonable efforts to cause its subsidiaries, officers, directors, employees and contractors to, afford the officers, employees, auditors, attorneys, financial advisors, contractors and other authorized representatives, including prospective lenders of Additional Financing, of Parent (and its counsel and advisors) reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, contractors, properties, offices, plants and other facilities and to all books and records of the Company and its subsidiaries, and shall furnish such persons with all financial, operating and other data and information as Parent, through its officers, employees or authorized representatives may from time to time reasonably request. Notwithstanding the foregoing, Parent shall use its commercially reasonable efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with the business or operations of the Company, its subsidiaries or contractors or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties, and Parent and Company. Neither the Company nor any of its subsidiaries shall be required pursuant to any confidentiality agreement provide access to or similar agreement to disclose information where such access or arrangement to which Parent or disclosure would jeopardize the attorney-client privilege of the Company or its subsidiaries or contravene any of their subsidiaries is a party Law or pursuant binding agreement entered into prior to applicable Law, from the date of this Agreement (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). Without limiting anything to the Effective Timecontrary above, Parent and the Company shall (will cooperate, and shall cause their respective subsidiaries to): (i) provide will require its officers and employees to cooperate, with and otherwise assist the prospective lenders of Additional Financing in conducting customary due diligence with respect to the other (Company and its officersbusiness, directorsincluding, employeessubject to customary confidentiality agreements, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents by providing Company information and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice thereto and using its best efforts to cause its officers and employees to meet with such lenders. Parent agrees that any communications with employees or independent contractors of the officers, employees, agents, properties, offices and other facilities of it and Company or its subsidiaries will be as and to the books and records thereof and extent approved by the executive officers of the Company (iisuch approval not to be unreasonably withheld or delayed) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or with respect to the knowledge of such party threatenedtiming, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingnature and material content thereof. (b) The parties shall comply withEach of the Company, Parent and Merger Sub will, and shall will cause their respective Representatives to comply withits officers, employees, auditors and other authorized representatives to, hold and treat in confidence all of their obligations under Confidential Information (as defined in the Non-Disclosure Agreement Agreement, dated October 15September 19, 2003 2007, between the Company and Parent (the “Non-Disclosure Agreement”), between ) furnished to any such party in connection with the Company and Parent. All information obtained transactions contemplated by the parties pursuant to (a) above shall be subject to the this Agreement in accordance with such Non-Disclosure Agreement, which shall remain in full force and effect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Upon reasonable notice and subject to any confidentiality agreement or similar agreement or arrangement Applicable Laws relating to which Parent or the exchange of information, the Company or any of their subsidiaries is a party or pursuant to applicable Lawshall, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries each of its Subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, counsel and other representatives of the Acquirer Parties access, during normal business hours during the period prior to the Effective Time, to all its properties, offices books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other facilities representatives, in each case in a manner not unreasonably disruptive to the operation of it the business of the Company and its subsidiaries Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to the books Acquirer Parties (i) a copy of each report, schedule, registration statement and records thereof other document filed or received by it during such period pursuant to the requirements of the federal securities Laws or federal or state banking, mortgage lending, real estate or consumer finance or protection Laws (other than reports or documents which the Company is not permitted to disclose under Applicable Law) and (ii) furnish promptly such all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of it and its subsidiaries as the other party or its Representatives Parent may reasonably request; provided that neither party . Neither the Company nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would jeopardize any attorney-client privilege, violate any contract or agreement or contravene any Law; and in any such event, the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the parties hereto will use reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected best efforts to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingmake appropriate substitute disclosure arrangements. (b) The parties All information and materials provided pursuant to this Agreement shall comply with, and shall cause their respective Representatives be subject to comply with, all the confidentiality provisions of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), entered into between the Company and Parent. All information obtained by , dated as of April 11, 2018 and amended as of September 28, 2018 (the parties pursuant to (a) above shall be subject to the Non-Disclosure “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect by any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate Parties or their respective representatives shall constitute a waiver of or otherwise affect the Mergerrepresentations, warranties, covenants or agreements of the others set forth herein.

Access to Information; Confidentiality. (a) Except as required pursuant From the date hereof to any confidentiality agreement or similar agreement or arrangement to which Parent the Effective Time or the Company or any earlier termination of this Agreement, upon reasonable prior written notice, Ryland and Standard Pacific shall each, and shall use its reasonable best efforts to cause each of their subsidiaries is a party or pursuant respective Subsidiaries, officers, directors and representative to, afford to the other reasonable access during normal business hours, consistent with applicable Law, from the date to each of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their its respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices offices, other facilities and books and records, and shall furnish the other with all financial, operating and other facilities data and information as the other shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit the other or its respective officers, employees or representatives to conduct any environmental testing or sampling, including but not limited to facility surface and subsurface soils and water, air or building materials). Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the other party of their normal duties. Neither party nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third-party, (ii) constitute a waiver of or jeopardize the knowledge of such party threatened, against attorney-client or other privilege held by such party or (iii) otherwise violate any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingapplicable Law. (b) The parties shall comply with, will hold and shall treat and will cause their its respective Representatives to comply withhold and treat in confidence all documents and information concerning the other furnished to each other in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, all of their obligations under the Non-Disclosure Agreement dated October 15April 8, 2003 2015, between Standard Pacific and Ryland (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or During the Company or any of their subsidiaries is a party or pursuant to applicable Law, period from the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, Parent and upon reasonable prior notice, the Company shall (shall, and shall cause their respective subsidiaries each of its Subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, counsel and other representatives of Parent and Acquisition (including prospective lenders involved in the Financing or any alternative financing (and their officers, employees, counsel and advisors)), during normal business hours and upon reasonable prior notice, reasonable access, consistent with applicable Law, to all of the Company’s and its Subsidiaries’ properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the businessbooks, propertiesrecords, leases, contracts, assetscommitments, liabilitiesofficers and employees as such Persons may from time to time reasonably request. In addition, personnel the Company shall use its reasonable best efforts to provide such Persons, if so requested, with reasonable access to its accountants, counsel and other aspects representatives. Notwithstanding the foregoing, Parent and the prospective lenders shall use their reasonable best efforts to conduct any such investigation or consultation in such a manner as not to unreasonably interfere with the business or operations of it and its subsidiaries as the other party Company or its Representatives may reasonably request; provided that neither party Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to furnish provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any information about any Legal Proceeding that Law or agreement to which the Company or its Subsidiaries is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such a party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) . The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15March 8, 2003 2007 between Crestview Partners, L.P. and the Company (the “Non-Disclosure Confidentiality Agreement”), between the Company has applied and Parent. All shall apply with respect to information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementfurnished thereunder or hereunder and any other activities contemplated thereby or hereby. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement to in accordance with Section 10.01 and the Merger Effective Time, Parent and the Company shall (shall, and shall cause their respective subsidiaries to): (i) provide to the other (Company Subsidiaries and its the officers, directors, employees, subsidiariesauditors and agents of the Company and the Company Subsidiaries to afford Parent, accountantsfollowing notice from Parent to the Company in accordance with this Section 8.02(a), consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, books and records thereof of the Company and (ii) furnish promptly such information concerning the businessCompany Subsidiaries, propertiesand all other financial, contracts, assets, liabilities, personnel operating and other aspects of it data and its subsidiaries information as the other party or its Representatives Parent may reasonably request; provided that neither party . Notwithstanding the foregoing the Company and the Company Subsidiaries shall not be required obligated to furnish disclose (i) any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting the Company, would result in the loss of attorney-client privilege with its outside counsel, furnishing respect to such information or (ii) any information that would reasonably be expected result in a breach of an agreement to prejudice materially which the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding Company or any related Legal Proceeding. (b) The parties of the Company Subsidiaries is a party. Parent shall comply with, schedule and shall cause their respective Representatives to comply with, coordinate all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between inspections with the Company and Parentshall give the Company at least three (3) Business Days’ prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. All information obtained by the parties pursuant to (a) above The Company shall be subject entitled to the Non-Disclosure Agreement. (c) have representatives present at all times during any such inspection. No investigation pursuant to this Section 6.04 8.02(a) shall affect any representation representations or warranty in this Agreement warranties made herein or any condition the conditions to the obligations of the respective parties hereto to consummate the Merger. (b) Prior to the Merger Effective Time, all information obtained by Parent pursuant to this Section 8.02 shall be kept confidential in accordance with the confidentiality agreement dated March 29, 2007 between Lone Star U.S. Acquisitions, LLC and the Company (the “Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shall (aand shall cause each of its subsidiaries to) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement afford to the Effective Timeofficers, employees, accountants, counsel and other representatives of Parent reasonable access, consistent with applicable law, at all reasonable times during the period prior to the Appointment Date, to all its properties, books, contracts, commitments and records, and, during such period, the Company shall (and shall cause their respective each of its subsidiaries to): ) furnish, consistent with applicable law, promptly to Parent all information concerning the Company's business, properties and personnel as Parent may reasonably request and shall make available, consistent with applicable law, to Parent the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the Company's business, properties and personnel as Parent may reasonably request. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at any time as Parent shall request. Any such information obtained by Parent or Purchaser shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, (i) provide no review, inquiry or investigation by Parent shall affect any representations or warranties of the Company contained herein or the conditions to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities obligations of it and its subsidiaries and to the books and records thereof Parent or Purchaser and (ii) furnish promptly such information concerning nothing contained in this Agreement shall require the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required Company to furnish permit any information about any Legal Proceeding that is pendinginspection, or to the knowledge of such party threateneddisclose any information, against such party or any subsidiary or property or asset of such subsidiary if that in the reasonable judgment of such party after consulting the Company would result in the disclosure of any trade secrets of it or third parties or violate any of its obligations with its outside counsel, furnishing such information would reasonably be expected respect to prejudice materially confidentiality if the rights Company shall have used reasonable efforts to obtain the consent of such party, its subsidiaries, officers, directors third party to such inspection or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parentdisclosure. All requests for information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation made pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition be directed to the obligations an executive officer of the parties hereto to consummate Company or such person as may be designated by any of its officers, as the Mergercase may be.

Access to Information; Confidentiality. (a) Except as required pursuant From the date hereof to any confidentiality agreement or similar agreement or arrangement to which Parent the Closing or the earlier termination of this Agreement, upon reasonable prior written notice, Company or any shall cause the Company Parties, and each of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agentsand Company Representatives, to afford to Contributor reasonable access during normal business hours, consistent with applicable Law, to its officers, employees, properties, offices offices, other facilities, and books and records, and shall furnish Contributor with all financial, operating, and other facilities data and information as Contributor shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of it Company or any Company Parties or otherwise result in any significant interference with the prompt and timely discharge by the employees of any Company Party of its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party normal duties. No Company Party shall be required to furnish provide access to or to disclose information where such access or disclosure would (i) breach any information about agreement with any Legal Proceeding that is pendingthird-party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by any Company Party, or (iii) otherwise violate any applicable Law. Contributor will hold and treat, and will cause the Contributor Representatives to the knowledge of such party threatenedhold and treat, against such party in confidence all documents and information concerning any Company Party furnished to Contributor, any Contributor Party, or any subsidiary or property or asset of such subsidiary if Contributor Representatives in connection with the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingtransactions contemplated by this Agreement. (b) The parties From the date hereof to the Closing or the earlier termination of this Agreement, upon reasonable prior written notice, Contributor shall comply withcause each of the Contributor Parties, and their officers, employees, and Contributor Representatives, to afford to Company reasonable access during normal business hours, consistent with applicable Law, to its officers, employees, properties, offices, other facilities, and books and records, and shall furnish Company with all financial, operating, and other data and information as Company shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Contributor or any Contributor Party or otherwise result in any significant interference with the prompt and timely discharge by the employees of any Contributor Party of their normal duties. No Contributor Party shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third-party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by any Contributor Party, or (iii) otherwise violate any applicable Law. Company will hold and treat, and will cause their respective the Company Representatives to comply withhold and treat, in confidence all of their obligations under documents and information concerning any Contributor Party furnished to Company, any Company Party, or any Company Representatives in connection with the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained transactions contemplated by the parties pursuant to (a) above shall be subject to the Non-Disclosure this Agreement. (c) No investigation pursuant Notwithstanding the foregoing, the Parties may disclose to this Section 6.04 shall affect any representation or warranty and all persons without limitation of any kind, the tax treatment and tax structure of the transactions contemplated in this Agreement or any condition to the obligations of the parties hereto to consummate the MergerAgreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable LawLaws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall and shall cause its Subsidiaries and the JV to, afford to Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company’s and its Subsidiaries’ respective Representatives, offices, plants, properties (but excluding for the conduct of Phase I or Phase II environmental assessments or sampling or testing), books, Contracts and records and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other party; provided, further, (i) that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client privilege, or expose such party to risk of liability for disclosure of sensitive or personal information and (ii) the conduct of such activities shall be subject to the rights and obligations of the Company referred to in the final proviso of the penultimate sentence of Section 5.4(c). Until the Effective Time, the information provided will be subject to the terms of the confidentiality letter agreement, dated as of April 30, 2016, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the generality of the foregoing, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withnot, and Parent and the Company shall cause their respective Representatives to comply withnot to, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All use such information obtained by the parties pursuant to (a) above shall be subject for any purpose unrelated to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations consummation of the parties hereto to consummate the MergerTransactions.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any Upon reasonable notice, Sears and Kmart shall each (and shall cause each of their subsidiaries is a party or pursuant respective Subsidiaries to) afford to applicable Lawthe employees, from counsel, advisors and other representatives of the date of this Agreement other, reasonable access, during normal business hours during the period prior to the Effective Time, Parent to all its properties, books, contracts, records and the Company officers and, during such period, each of Sears and Kmart shall (and shall cause each of their respective subsidiaries Subsidiaries to): (i) provide make available to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such all information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of it and its subsidiaries as the such other party or its Representatives may reasonably request; provided that neither . Any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Sears or Kmart, as the case may be. Neither party nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or any subsidiary disclosure would violate or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such partyinformation or contravene any law, its subsidiariesrule, officersregulation, directors order, judgment, decree or affiliates binding agreement entered into prior to the date hereof. To the extent practicable, the parties will make appropriate substitute disclosure arrangements under circumstances in such Legal Proceeding or any related Legal Proceedingwhich the restrictions of the preceding sentence apply. (b) The parties shall comply will hold any such information that is nonpublic in confidence to the extent required by, and in accordance with, and shall cause their respective Representatives to comply withthe provisions of the letters dated March 16, all of their obligations under the Non-Disclosure Agreement dated October 152004 (as amended June 29, 2003 (the “Non-Disclosure Agreement”2004), and November 10, 2004, between Sears and Kmart (collectively, the Company "Confidentiality Agreements"), which Confidentiality Agreements will remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect. (c) No such investigation pursuant to this Section 6.04 by either Kmart or Sears shall affect any representation or warranty in this Agreement or any condition to the obligations representations and warranties of the parties hereto to consummate the Mergerother.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or During the Pre-Closing Period, the Company or any shall afford, and shall cause the Company Subsidiary and the officers, directors and employees of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent Company and the Company shall (Subsidiary to afford, the officers, employees and shall cause their respective subsidiaries to): (i) provide agents of Parent and Merger Sub reasonable access during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the other (Company’s and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Company Subsidiary’s officers, employees, agents, properties, offices facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other facilities assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it and its subsidiaries and pursuant to the books requirements of Federal or state securities Laws and records thereof a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions and (ii) furnish promptly such all other information concerning its and the Company Subsidiary’s business, propertiesproperties and personnel, contractsin each case (A) as Parent through its officers, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party employees or its Representatives agents may reasonably request; , (B) that are in the possession, custody or control of the Company or the Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (provided that neither such privilege cannot in the Company’s good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or the Company Subsidiary with respect to confidentiality (provided that the Company will have used reasonable best efforts to obtain the consent of such third party shall be required to furnish such access or disclosure). Parent, Merger Sub and their respective officers, employees and agents will hold any such information about any Legal Proceeding that is pendingnon-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected Parent and Merger Sub pursuant to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingthis Agreement. (b) The parties shall comply withUntil the Effective Time, and shall cause their respective Representatives to comply with, all the provisions of their obligations under the Non-Disclosure Mutual Nondisclosure Agreement dated October 15March 12, 2003 2008 between Kikkoman Corporation and the Company (the “Non-Disclosure Confidentiality Agreement”), between the Company ) shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above effect in accordance with its terms and shall be subject applicable to the Non-Disclosure AgreementParent and Merger Sub. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant The Company shall, and shall cause each of its Subsidiaries to, afford to any confidentiality agreement Parent and to Parent’s Representatives reasonable access upon reasonable advance notice and during normal business hours to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, but only to the extent that such access does not unreasonably interfere with the business or similar agreement or arrangement to which Parent or operations of the Company Entities, and the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (it being agreed, however, that the foregoing shall not permit Parent of any such Representatives to conduct any invasive environmental testing or sampling of the nature customarily referred as a Phase I, Phase II or Phase III Environmental Site Assessment); provided, however, that the Company shall not be required to (or to cause any of their subsidiaries its Subsidiaries to) afford such access or furnish such information to the extent that doing so is restricted under applicable Law or Contract or otherwise would result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a party manner that does not result in a loss of attorney-client privilege). Without limitation to the foregoing, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access to the non-U.S. agents, consultants and representatives engaged by the Company Entities, and the Company shall, upon Parent’s request, facilitate fulfilling requests for information and/or interviews with such non-U.S. agents, consultants or pursuant to applicable Law, from representatives. (b) Following the date of this Agreement Date and prior to the Effective Time, Parent and the Company may (but shall (and shall cause their respective subsidiaries not be required to): (i) provide to the other (and its officers), directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at following reasonable times upon prior notice to the officersCompany, employees, agents, properties, offices contact and interview any Company Personnel and review the personnel records and such other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries Company Personnel as the other party or its Representatives Parent may reasonably request; , provided that neither party shall be required to furnish any information about any Legal Proceeding that such review is pendingpermitted by applicable Law (including Competition Laws) or Contract. No investigation by Parent, or to the knowledge of such party threatened, against such party Merger Sub or any subsidiary or property or asset of such subsidiary if in the reasonable judgment their Representatives and no other receipt of such party after consulting with its outside counselinformation by Parent, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding Merger Sub or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above Representatives shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement Agreement. Except as required by any applicable Law or Judgment, Parent shall hold, and shall direct its Representatives to hold, any condition to and all information received from the obligations of Company confidential in accordance with the parties hereto to consummate the MergerConfidentiality Agreements.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement to until the Effective Time, Parent and the Company and Pensare shall (and shall cause their respective subsidiaries Subsidiaries to): (i) provide to the other party (and its the other party’s officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it such party and its subsidiaries Subsidiaries and to the books and records thereof thereof; and (ii) furnish as promptly as practicable to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it such party and its subsidiaries Subsidiaries as the other party or its Representatives may reasonably request; provided provided, that neither party the Company nor Pensare shall be required to furnish any provide access to or disclose information about any Legal Proceeding where the access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that is pending, or the parties shall use their commercially reasonable efforts to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing cause such information to be provided in a manner that would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates not result in such Legal Proceeding jeopardy or any related Legal Proceedingcontravention). (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to this Section 7.04 shall constitute “Evaluation Material” (aas defined in the Confidentiality Agreement) above and shall be subject to the Non-Disclosure terms of the confidentiality agreement, dated August 8, 2018 (the “Confidentiality Agreement”), between Pensare and the Company. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty Notwithstanding anything in this Agreement or any condition to the obligations contrary, each party and its Representatives may consult any tax advisor that is its Representative regarding the tax treatment and tax structure of the parties hereto Transactions contemplated hereby in accordance with the terms of the Confidentiality Agreement and may disclose to consummate any Person that is its Representative in accordance with the MergerConfidentiality Agreement, the tax treatment and tax structure of the Transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided relating to such treatment or structure, in each case in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to the Effective Timeits terms, Parent subject to compliance with applicable Laws and COVID-19 Measures and the terms of any existing Contracts, the Company shall (shall, and shall cause their respective subsidiaries its Representatives to): (i) provide , afford to the other (Purchaser and its officersRepresentatives, directorsupon reasonable notice, employeessuch access as the Purchaser may reasonably require at all reasonable times, subsidiariesincluding for the purpose of facilitating integration business planning, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the its officers, employees, agents, properties, offices books, records and other facilities of it Contracts, and its subsidiaries shall furnish the Purchaser on a timely basis with all data and information relating to ongoing development programs at the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries Projects or as the other party or its Representatives Purchaser may reasonably request; provided that neither party shall request from time to time, including, if so requested by the Purchaser and at the expense of the Purchaser, allowing a Representative of the Purchaser to be required to furnish any information about any Legal Proceeding that is pending, or to present at the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingProjects. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties Information furnished pursuant to (a) above this Section 5.4 shall be subject to the Non-Disclosure terms and conditions of the Confidentiality Agreement. The Purchaser and the Company acknowledge and agree that any such investigation by the Purchaser and its Representatives under this Section 5.4 or otherwise shall not mitigate, diminish or affect the representations and warranties of the Company contained in this Agreement or any document or certificate delivered pursuant hereto. (c) No investigation pursuant Notwithstanding any provision of this Agreement, the Company shall not be obligated to this Section 6.04 shall affect provide access to, or to disclose, any representation information to the Purchaser if the Company reasonably determines that such access or warranty in this Agreement disclosure would jeopardize any attorney-client or other privilege claim by the Company or any condition of its Subsidiaries; provided that the Company shall use its commercially reasonable efforts to otherwise make available such information to the obligations of Purchaser notwithstanding such impediment, including by causing the parties hereto documents or information that are subject to consummate the Mergersuch privilege to be provided in a manner that would not reasonably be expected to violate or jeopardize such privilege.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries) during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books and records, Contracts, permits, documents, information, directors, officers and employees and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties, customers and personnel as Parent may reasonably request; provided, that any such access shall be afforded and information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, neither the Company nor any of the Company Subsidiaries shall be required to afford access or furnish information to the extent (a) Except as required pursuant such information is subject to any the terms of a confidentiality agreement with a third party, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed the Transactions or any similar agreement transaction involving the sale of the Company to, or arrangement to which Parent combination of the Company with, any other Person, or (c) the Company determines in good faith that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company or any of their subsidiaries is a party the Company Subsidiaries, or pursuant to violate applicable Law; provided, from the date of this Agreement to the Effective Time, Parent and that the Company shall (and shall cause their respective subsidiaries to): (i) provide will use its reasonable best efforts to obtain any required consents for the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities disclosure of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and take such other aspects reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required attorney-client privilege) with respect to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected as is necessary to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives permit disclosure to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties exchanged pursuant to (a) above this Section 6.02 shall be subject to the Non-Disclosure confidentiality letter agreement dated March 3, 2015 between the Company and SA (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant From the date hereof to any confidentiality agreement or similar agreement or arrangement to which Parent the Effective Time or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date earlier termination of this Agreement pursuant to the Effective TimeArticle VIII, Parent and upon reasonable prior written notice from Parent, the Company shall (shall, and shall use its reasonable best efforts to cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors and employees to, afford the Representatives of Parent reasonable access, consistent with applicable Law, during business hours to its officers, employees, properties, offices, and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent, through its Representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or affiliates consultation shall be conducted in such Legal Proceeding a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries and shall not include any environmental sampling or invasive environmental testing. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of the Company or any related Legal Proceedingof its subsidiaries, or contravene any Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement, provided, that the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of this sentence would apply. All requests for information made pursuant to this Section 6.6(a) shall be directed to the executive officer or other Person designated by the Company. (b) The parties shall Each of Parent and Merger Sub will comply with, with terms and shall cause their respective Representatives to comply with, all conditions of their obligations under the Non-Disclosure Agreement Agreement, dated October 15December 17, 2003 (the “Non-Disclosure Agreement”)2018, between the Company and ParentParent (the “Confidentiality Agreement”), and will hold and treat, and will cause their respective officers, employees, auditors and other representatives to hold and treat, in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. All information obtained by Notwithstanding the parties pursuant to (a) above foregoing, the Confidentiality Agreement shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations deemed amended as of the parties hereto date hereof (i) to consummate permit Parent and its Affiliates to take any action permitted to be taken hereunder, including any action taken by Parent in connection with an Acquisition Proposal by a Person other than Parent, (ii) such that each of the Merger.Representatives and financing sources hereunder shall be deemed a “Representative” under the Confidentiality Agreement and (iii) to permit disclosure of information by financing sources in -40-

Access to Information; Confidentiality. (a) Except as required pursuant The Company shall, and shall cause each of its Subsidiaries to, afford to any confidentiality agreement or similar agreement or arrangement Parent and to which Parent Parent’s Representatives access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company or any of their subsidiaries is a party or pursuant and its Subsidiaries (and, to the extent required by applicable Law, from access to personnel records will be provided only if authorized by the specific employees), and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that doing so is restricted under applicable Law or otherwise would result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege). Following the date of this Agreement and prior to the Effective Time, Parent and the Company may (but shall (and shall cause their respective subsidiaries not be required to): (i) provide to the other (and its officers), directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at following reasonable times upon prior notice to the officersCompany, employees, agents, properties, offices contact and interview any Company Personnel and review the personnel records and such other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries Company Personnel as the other party or its Representatives Parent may reasonably request; , provided that neither party shall be required to furnish any information about any Legal Proceeding that such review is pending, or to the knowledge of such party threatened, against such party permitted by applicable Law. No investigation by Parent or any subsidiary or property or asset of such subsidiary if in the reasonable judgment its Representatives and no other receipt of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding by Parent or any related Legal Proceeding. (b) The parties of its Representatives shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its Representatives to hold, any condition to and all information received from the obligations of Company confidential in accordance with the parties hereto to consummate the MergerConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice, each of Parent and the Company shall (shall, and shall cause their respective subsidiaries to): (i) provide to the other (and its subsidiaries, officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents auditors and other representativesrepresentatives to, collectively, “Representatives”) access at reasonable times upon prior notice to afford the officers, employees, agentsauditors and other representatives of the other reasonable access at all reasonable times to its officers, employees, properties, offices offices, plants and other facilities of it and its subsidiaries and to the books all books, records and records thereof information, and (ii) shall furnish promptly such information concerning the businessother party with all financial, properties, contracts, assets, liabilities, personnel operating and other aspects data and information as such other party, through its officers, employees or representatives, may from time to time reasonably request, subject to the requirements of it and its subsidiaries applicable Antitrust Law. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Parent or the Company, as the other party or its Representatives case may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pendingbe, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its their respective subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withEach of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and shall cause their respective Representatives other representatives to comply withhold and treat in confidence all non-public 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, all of their obligations under the Non-Disclosure Agreement dated October 15March 3, 2003 (the “Non-Disclosure Agreement”)2004, as amended, between the Company and ParentParent (the "Confidentiality Agreement"). All The Company will hold and treat and will cause its officers, employees, auditors and other representatives to hold and treat in confidence all non-public documents and information obtained by the parties pursuant to (a) above shall be subject concerning Parent and its subsidiaries furnished to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty Company in connection with the transactions contemplated by this Agreement or any condition to in accordance with the obligations of Confidentiality Agreement. The Company and Parent agree that the parties hereto to consummate the MergerConfidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable LawLaws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford to Parent and its Representatives reasonable access during normal business hours to the Effective TimeCompany’s and its Subsidiaries’ personnel, Parent customers, suppliers, properties (including for the conduct of Phase I environmental assessments but not for the conduct of sampling analysis of environmental media commonly known as Phase II environmental assessment work), books, Contracts and records and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it its and its subsidiaries Subsidiaries’ business and properties as the other party or its Representatives Parent may reasonably request; provided that neither Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, further, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose such party to risk of liability for disclosure of sensitive or personal information; provided, however, that to the extent practicable, the Company shall take commercially reasonable steps to provide access to or to disclose such information on a basis that does not result in the effects described in the preceding proviso, and such access and information shall be required granted or made available, as applicable, to furnish any external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company). Until the Effective Time, the information about any Legal Proceeding that is pending, or provided will be subject to the knowledge terms of such party threatenedthe confidentiality letter agreement, against such party or any subsidiary or property or asset dated as of such subsidiary if in the reasonable judgment of such party after consulting with its outside counselNovember 1, furnishing such information would reasonably 2017, between Parent and Carlyle Investment Management L.L.C. (as it may be expected amended from time to prejudice materially the rights of such partytime, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Confidentiality Agreement”), between and, without limiting the Company generality of the foregoing, Parent shall not, and Parent. All Parent shall cause its Representatives not to, use such information obtained by the parties pursuant to (a) above shall be subject for any purpose unrelated to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations consummation of the parties hereto to consummate the MergerTransactions.

Access to Information; Confidentiality. (a1) Except From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contracts, the Corporation shall: (23) give to the Canadian Purchaser and its representatives reasonable access to the Books and Records, personnel and premises of the Corporation and its Subsidiaries which relate to the Canadian Business, during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Corporation and its Subsidiaries; (23) give to the International Purchaser and its representatives reasonable access to the Books and Records, personnel and premises of the Corporation and its Subsidiaries which relate to the International Business, during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Corporation and its Subsidiaries; and (23) furnish to each Purchaser and its representatives such financial and operating data and other information as such Persons may reasonably request. (2) The Corporation shall use commercially reasonable efforts to cooperate with the International Purchaser in the preparation by the International Purchaser of pro forma and other financial information and pro forma and other financial statements of the International Business, to the extent required pursuant by the rules and regulations of the United States Securities and Exchange Commission or as otherwise necessary or reasonably required by the International Purchaser. The International Purchaser shall reimburse the Corporation for all reasonable out of pocket expenses, including reasonable legal and accountants’ fees and disbursements, incurred in connection with any such cooperation. (3) Neither Purchaser nor any of their respective representatives will contact any Corporation Employees, or any contractual counterparts of the Corporation or its Subsidiaries (in their capacity as such), except after consultation with and the approval of the Chief Financial Officer of the Corporation, which shall not be unreasonably withheld or delayed, provided that nothing shall restrict Don Wall from contacting any of the Corporation Employees or any contractual counterparts of the Corporation or its Subsidiaries in carrying out his responsibilities in the ordinary course as director or officer of the Corporation or its Subsidiaries and in compliance with the Process Guidelines. (4) Notwithstanding any provision of this Agreement, the Corporation shall not be obligated to provide access to, or to disclose, any confidentiality agreement information to either Purchaser or similar agreement their respective representatives if the Corporation reasonably determines, based on the advice of outside legal counsel, that such access or arrangement to which Parent disclosure would jeopardize any attorney client or other privilege claim by the Company Corporation or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingSubsidiaries. (b5) The parties For greater certainty, each Purchaser and its affiliates shall comply withtreat, and shall cause their respective Representatives its representatives to comply withtreat, all information furnished to it or any of their obligations under its affiliates or representatives in connection with the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained transactions contemplated by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition pursuant to the obligations terms of this Agreement as confidential and, in the case of the parties hereto International Purchaser, in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, the Canadian Purchaser acknowledges and agrees that the Corporation Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the same standard of confidentiality as the Canadian Purchaser and its affiliates apply with respect to consummate their own confidential information and the MergerInternational Purchaser acknowledges and agrees that the Corporation Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant From the date hereof to any confidentiality agreement or similar agreement or arrangement to which Parent the Effective Time or the Company or any earlier termination of this Agreement, upon reasonable prior written notice, each Principal Entity shall, and shall use its respective commercially reasonable efforts to cause the members of its Group and its and their subsidiaries is a party or pursuant officers to, afford to the other Principal Entity reasonable access during normal business hours, consistent with applicable Law, from the date of this Agreement to the Effective Time, Parent its and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices offices, other facilities and Books and Records, and shall furnish the other Principal Entity with all financial, operating and other facilities of it data and its subsidiaries and to the books and records thereof and (ii) furnish promptly information as such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may Principal Entity shall reasonably request; provided that neither party . Notwithstanding the foregoing, no such investigation or consultation shall include any intrusive testing of any kind and shall be conducted in such a manner as not to interfere unreasonably with the business or operations of such other Principal Entity’s Group or otherwise result in any significant interference with the prompt and timely discharge of the normal duties of the employees of such other Principal Entity’s Group. Neither Principal Entity’s Group shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would, as determined in good faith by the knowledge of such party threatenedPrincipal Entity from whom access or disclosure is sought, against such party or in its good faith judgment, (i) breach any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting Contract with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such any third-party, its subsidiaries, officers, directors (ii) constitute a waiver of the attorney-client or affiliates in other privilege held by such Legal Proceeding Party or (iii) otherwise violate any related Legal Proceedingapplicable Law. (b) The parties Each Principal Entity shall comply withhold and treat, and shall cause the other members of its Group, and its and their respective Representatives officers, employees, advisors and equity holders to comply withhold and treat in confidence all documents and information concerning the other Principal Entity or the members of its Group or their respective Affiliates furnished in accordance with the Confidentiality Agreement, all of their obligations under dated February 12, 2010, between Intermediate Parent and the Non-Disclosure Agreement dated October 15, 2003 Company (the “Non-Disclosure Confidentiality Agreement”), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law, the Company shall give the Purchaser and its representatives: (i) upon reasonable prior notice, reasonable access during normal business hours to its and its Subsidiaries' (a) Except premises, (b) property and assets (including all books and records, whether retained internally or otherwise), (c) Contracts (including leases) and Authorizations and (d) senior personnel; and (ii) such financial and operating data or other information with respect to the assets or business of the Company and its Subsidiaries as the Purchaser may from time to time reasonably request, including for integration planning purposes, provided that such access does not unduly interfere with the conduct of the business of the Company or its Subsidiaries. The Company shall continue to afford the Purchaser and its representatives with access to the Data Room. Without limiting the generality of the foregoing: (i) the Company shall, upon the Purchaser's request, facilitate discussions between the Purchaser and any third party from whom consent may be required pursuant to any confidentiality agreement in connection with the Arrangement or similar agreement or arrangement to which Parent or with whom the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof Subsidiaries does business; and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it Purchaser and its subsidiaries as representatives shall, upon reasonable prior notice, have the other party or right to conduct inspections of each of the Company's and its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingSubsidiaries' properties and material assets. (b2) Investigations made by or on behalf of the Parent and Purchaser, whether under this Section 4.7 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (3) The parties shall comply with, Parent and shall cause their respective Representatives the Purchaser each acknowledge that the Confidentiality Agreement continues to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company apply and Parent. All that any information obtained by the parties provided pursuant to (aSection 4.7(1) above that is non-public and/or proprietary in nature shall be subject to the Non-Disclosure terms of the Confidentiality Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent From the date hereof until the Effective Time or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date earlier termination of this Agreement to the Effective Timein accordance with its terms, Parent and the Company shall (a) provide Parent and shall cause their respective subsidiaries to): its Representatives reasonable access at reasonable times, and upon reasonable notice to the Company, consistent with applicable Law, to the officers and employees, books and records and properties of the Company and its Subsidiaries, including any information reasonably necessary to help Parent analyze and coordinate post-closing tax planning, and (b) reasonably provide any financial and operating data and other information regarding the assets, properties or business of the Company and its Subsidiaries as Parent may from time to time reasonably request; provided, that (i) provide to such access or information requests do not unreasonably interfere with the other (operation of the Company’s and its officersSubsidiaries’ business and shall be subject to their respective reasonable security measures and insurance requirements, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it Parent and its subsidiaries as Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its Subsidiaries (other party than contact or other communications with such customers or suppliers by Parent or its Representatives may reasonably request; provided that neither party in the ordinary course of business and not related to the transactions contemplated by this Agreement) unless, in each instance, approved in writing in advance by the Company, (iii) such access shall be required not require the Company or its Subsidiaries to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall require the Company or its Subsidiaries to furnish any information about any Legal Proceeding that is pendingto Parent or its Representatives, or provide Parent or its Representatives with access to, information that outside legal counsel for the Company reasonably determines would (A) give rise to the knowledge of such party threatenedAntitrust Law issues, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would (B) reasonably be expected to prejudice materially result in the rights loss of such party, any attorney-client or other legal privilege or (C) not be permitted to be provided to Parent or its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15terms of any Contract (provided, 2003 (the “Non-Disclosure Agreement”)that, between the Company shall have used commercially reasonable best efforts (without payment of any consideration, fees or expenses) to obtain the consent of any third party to such Contract). Parent acknowledges that the information and Parent. All information obtained by the parties access provided pursuant to (a) above this Section 5.04 shall be subject to the terms and conditions of the Confidentiality and Non-Disclosure Agreement. , dated May 19, 2017, by and between the Company and B. ▇▇▇▇▇ Principal Investments, LLC (c) the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall survive any termination of this Agreement; provided that Section 6 of the Confidentiality Agreement shall terminate as of the date of this Agreement. No investigation pursuant to this Section 6.04 shall 5.04 or information provided or received by any Party pursuant to this Agreement will affect or modify any representation of the representations or warranty warranties of the Parties contained in this Agreement or any condition to the obligations of the parties hereto to consummate the MergerAgreement.

Access to Information; Confidentiality. (a) Except The Company and its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, shall afford to Parent and its Representatives and Financing Sources, upon reasonable notice, reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of the Company’s and its Subsidiaries’ properties, books and records and to those employees of the Company or its Subsidiaries, as required pursuant applicable, to whom such persons reasonably request access, and, during such period, the Company shall furnish, as promptly as reasonably practicable to such persons all information concerning the Company’s and its Subsidiaries’ business, properties and personnel as such persons may reasonably request. Parent, its Representatives and Financing Sources shall conduct any confidentiality agreement such activities in such a manner as not to interfere unreasonably with the business or similar agreement or arrangement to which operations of the Company and its Subsidiaries. The Company and Parent or shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Returns and in determining the optimal structure for the Surviving Corporation and its Subsidiaries after the Merger. Notwithstanding the foregoing, neither the Company or any of their subsidiaries its Subsidiaries shall be required to provide access to or disclose information if the Company reasonably determines that such access or disclosure would (i) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or the protections of the work-product doctrine, (ii) contravene any Law or violate a Contract to which the Company or any of its Subsidiaries is a party party, or pursuant (iii) expose the Company to applicable Lawrisk of liability for disclosure of sensitive or personal information; provided that, from in any such case, the date of this Agreement Company or its Subsidiary, as applicable, shall provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the Effective Timeextent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of December 20, 2013, between Parent and the Company (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to comply withhold, all of their obligations under information received from the Non-Disclosure Agreement dated October 15other party or its Representatives, 2003 (directly or indirectly, in confidence in accordance with the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All No information or knowledge obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No any Person in any investigation pursuant to this Section 6.04 5.7 shall affect or be deemed to modify any representation or warranty in this Agreement or made by any condition to the obligations of the parties hereto to consummate the Mergerparty hereto.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement to in accordance with Section 9.01 and the Effective Time, Parent the Company shall, and shall cause the Company Subsidiaries and the Representatives of the Company and the Company shall (and shall cause their respective subsidiaries Subsidiaries to): (i) provide , afford Parent, following notice from Parent to the other (and its officersCompany in accordance with this Section 7.02, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, books and records thereof of the Company and the Company Subsidiaries, and all other financial, operating and other data and information as Parent may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to disclose (i) any competitively sensitive information, (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pendingthat, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting the Company, would result in the loss of attorney-client privilege with its outside counsel, furnishing respect to such information (provided that the Company shall use its reasonable best efforts to enter into a joint defense or similar agreement to prevent the loss of any such privilege), or (iii) any information that would reasonably be expected result in a breach of the confidentiality obligations of the Company or any Company Subsidiary under a Contract to prejudice materially which the rights Company or any of the Company Subsidiaries is a party if the Company shall have used commercially reasonable efforts to obtain the consent of such party, its subsidiaries, officers, directors third Person to such inspection or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties disclosure. Parent shall comply with, schedule and shall cause their respective Representatives to comply with, coordinate all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between inspections with 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. All information obtained by the parties pursuant to (a) above The Company shall be subject entitled to the Non-Disclosure Agreement. (c) have Representatives present at all times during any such inspection. No investigation pursuant to this Section 6.04 7.02 or information provided, made available or delivered to Parent or its Representatives pursuant to this Section 7.02 shall affect any representation representations, warranties, conditions or warranty in this Agreement or any condition to the obligations rights of the parties hereto contained in this Agreement. (b) Prior to consummate the MergerEffective Time, all information obtained by Parent pursuant to this Section 7.02 shall be kept confidential in accordance with the confidentiality agreement, dated November 30, 2010, between Parent and the Company (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the The Company or any of their subsidiaries is a party or pursuant to applicable Lawshall, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries the Subsidiaries to): (i) provide , afford to the other (Purchaser and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents financial advisors and other representatives, collectivelyand to prospective lenders and other financing sources and each of their respective representatives, “Representatives”) access at full access, during normal business hours upon reasonable times upon notice throughout the period prior notice to the officersClosing, employeesto the Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, agentsstructures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to the extent necessary to enable Purchaser to make a thorough investigation of the Company’s business, properties, offices assets and other facilities of it and its subsidiaries and to the books and records thereof and (ii) operations, and, during such period, shall furnish promptly such information concerning the businessbusinesses, properties, contracts, assets, liabilities, properties and personnel of the Company and other aspects of it and its subsidiaries the Subsidiaries as the other party or its Representatives may Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations or interfere with the conduct of its business. Prior to the Closing, the Company shall generally keep Purchaser informed as to all material matters involving the operations and businesses of the Company and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with representatives of Purchaser and its prospective lenders and other financial sources. All nonpublic information provided that neither party to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be required to furnish any information about any Legal Proceeding that is pending, or to “Information” for purposes of the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15February 25, 2003 2009 among Purchaser, the Company and the Selling Stockholders (the “Non-Disclosure Confidentiality Agreement”), between the terms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with seeking necessary consents and Parentapprovals as contemplated hereby. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of If the parties hereto shall fail to consummate the Mergertransactions contemplated hereby, the terms of the Confidentiality Agreement shall, notwithstanding any contrary term thereof, remain in full force and effect for a period of two (2) years from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and representatives, prospective lenders and other financial sources shall comply with all of the Company’s regulations made known to them when present at the Company’s facilities.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, Parent and upon reasonable prior written notice, the Company shall (shall, and shall use commercially reasonable efforts to cause its Subsidiaries and their respective subsidiaries to): (i) provide to the other (and its officers, directorsdirectors and employees to, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to afford the officers, employees, agentsauditors and other authorized representatives of the Acquiror reasonable access, consistent with applicable law, upon prior notice and at reasonable times, to its officers, employees, properties, offices and other facilities of it and to all books and records, and shall make reasonable efforts to furnish to the Acquiror financial, operating and other data and information as reasonably requested by the Acquiror in writing, through its officers, employees or authorized representatives, from time to time. It is expressly understood that the Acquiror and its subsidiaries and agents shall conduct themselves in a manner so as not to interfere with the books and records thereof and (ii) furnish promptly such information concerning business or operations of the business, properties, contracts, assets, liabilities, personnel and other aspects Company or any of it and its subsidiaries as Subsidiaries. Neither the other party or Company nor any of its Representatives may reasonably request; provided that neither party Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information disclosure would reasonably be expected to prejudice materially violate the rights of such partyany person with which it has a business relationship, its subsidiariesjeopardize the attorney-client privilege or contravene any law, officersrule, directors regulation, order, judgment, decree or affiliates binding agreement entered into prior to the date of this Agreement, in such Legal Proceeding or any related Legal Proceedingthe sole judgment of the Company's President. The Company will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) The parties shall comply with, Each of the Acquiror and shall the Company will hold and treat and will cause their respective Representatives officers, employees, auditors and other authorized representatives to comply withhold and treat in confidence all documents and information concerning the other furnished or otherwise made available to such party in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, all of their obligations under the Non-Disclosure Agreement dated October 15April 24, 2003 (the “Non-Disclosure Agreement”)2006, between the Company and Parent. All information obtained by the parties pursuant to Acquiror (a) above the "Confidentiality Agreement"), which Confidentiality Agreement shall be subject to the Non-Disclosure Agreementremain in full force and effect in accordance with its terms. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required Each of Parent and the Company shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any confidentiality agreement property or similar agreement assets of the Parties or arrangement to which Parent or their respective Subsidiaries. During such period, the Company and Parent shall furnish or any make available promptly to each other (except as otherwise available on ▇▇▇▇▇) (i) a copy of their subsidiaries is a party each report, schedule, registration statement and other document filed or received by it during such period pursuant to applicable Lawthe requirements of federal or state securities laws; and (ii) all other information concerning its business, from properties, assets and personnel as the date of this Agreement to other may reasonably request. Notwithstanding the Effective Timeforegoing, Parent and the Company shall (may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Parent and shall cause the Company, and their respective subsidiaries to): Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated November 18, 2014, by and between Parent and the Company (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “RepresentativesConfidentiality Agreement”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in other similar agreement among the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingParties. (b) The parties Company shall comply withconsult with Parent regarding its business in a prompt manner and on a regular basis. In addition, the Company and its officers and employees shall reasonably cooperate with Parent in, and shall cause their respective Representatives permit Parent to comply withparticipate in any discussions or negotiations relating to, all the execution or amendment of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the any Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure AgreementMaterial Contract. (c) No information or knowledge obtained in any investigation pursuant to this Section 6.04 6.3 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or any condition the conditions to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or The Company shall, and shall cause each of its Subsidiaries to, throughout the Company or any of their subsidiaries is a party or pursuant to applicable Law, period from the date of this Agreement hereof to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide the Parent and, at Parent's request, its Representatives with full access to the other (and its officersCompany's facilities, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at upon reasonable times upon prior notice and during normal business hours, and to the all officers, employees, agentsagents and accountants of the Company and its Subsidiaries and their respective assets, properties, offices books and other facilities records, but only to the extent that such access does not unreasonably interfere with the business and operations of it the Company and its subsidiaries and to the books and records thereof Subsidiaries, and (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans and other books and records) concerning the business, properties, contracts, assets, liabilities, personnel business and other aspects operations of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parentits Subsidiaries as Parent or any of such other persons reasonably may request. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto hereto. Any such information or material obtained pursuant to consummate this Section 6.01 shall constitute "Confidential Information" (as such term is defined in the MergerConfidentiality and Non-Disclosure Agreement dated as of December 4, 1998 between the Company and CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp. (now CIBC World Markets Corp.), as amended (the "Confidentiality Agreement")) and Parent and Sub each hereby agree to be bound by the Confidentiality Agreement as if it were the Recipient (as defined in the Confidentiality Agreement).

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable LawLaws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Effective TimeCompany’s properties, Parent books, Contracts and records, and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel its business and other aspects of it and its subsidiaries properties as the other party or its Representatives Parent may reasonably requestrequest (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that neither party Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be required obligated to furnish any provide such access or information about any Legal Proceeding that is pendingto Parent if the Company determines, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the its reasonable judgment of such party after consulting consultation with its outside counsel, furnishing such information that doing so would reasonably be expected violate applicable Law or a Contract or obligation of confidentiality owing to prejudice materially the rights of such a third-party, its subsidiariesjeopardize the protection of the attorney-client privilege, officers, directors or affiliates in such Legal Proceeding expose the Company to risk of liability for disclosure of sensitive or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all personal information. Following expiration or early termination of their obligations the waiting period under the Non-Disclosure Agreement dated October 15HSR Act, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained shall also arrange visits by the parties pursuant Representatives of Parent to (a) above such customers as shall be subject to mutually agreed by Parent and the Non-Disclosure Agreement. (c) Company. No investigation pursuant to this Section 6.04 5.6 shall affect any representation representation, warranty, covenant or warranty in this Agreement agreement of any party hereto or any condition to the obligations of the parties hereto hereto. Until the Effective Time, the information provided pursuant to consummate this Section 5.6 will be subject to the Mergerterms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions. (b) Parent acknowledges and agrees that as of the date of this Agreement it (i) has had an opportunity to discuss the business of the Company with the management of the Company, (ii) has had access to the books and records, facilities, contracts and other assets of the Company which it and its Representatives have requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (iv) has conducted its own independent investigation of the Company, its businesses and the Transactions.

Access to Information; Confidentiality. (a) Except From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and Representatives to, afford to MTR reasonable access during normal business hours, consistent with applicable Law, to its officers, key management employees, properties, offices, other facilities and books and records, and shall promptly furnish MTR with all financial, operating and other data and information as required pursuant MTR shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit MTR or its officers, employees or representatives to conduct any confidentiality agreement environmental testing or similar agreement sampling or arrangement other invasive testing). The Company shall furnish to which Parent MTR and its Representatives such available financial and operating data, including any Company Unaudited Financial Statements, as MTR may reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or disclosure would (i) breach any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting agreement with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such any third party, its subsidiaries(ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingincluding Gaming Laws. (b) The parties shall comply withMTR and each of its Subsidiaries will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to MTR, and shall cause its Subsidiaries and/or their respective Representatives to comply within connection with the transactions contemplated by this Agreement (including any and all information or documents furnished in accordance with the confidentiality letter agreement, all of their obligations under the Non-Disclosure Agreement dated October 1522, 2003 2012, as amended January 10, 2013, between MTR and Eldorado Resorts, LLC (the “Non-Disclosure Confidentiality Agreement”)), between the Company which Confidentiality Agreement shall remain in full force and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementeffect in accordance with its terms. (c) No From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, MTR shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and Representatives to, afford to the Company reasonable access during normal business hours, consistent with applicable Law, to its officers, key management employees, properties, offices, other facilities and books and records, and shall promptly furnish the Company with all financial, operating and other data and information as the Company shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit the Company or its officers, employees or representatives to conduct any environmental testing or sampling or other invasive testing). MTR shall furnish to the Company and its Representatives such available financial and operating data as the Company may reasonably request. Notwithstanding the foregoing, any such investigation pursuant or consultation shall be conducted in such a manner as not to this Section 6.04 interfere unreasonably with the business or operations of MTR or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of MTR or its Subsidiaries of their normal duties. Neither MTR nor any of its Subsidiaries shall affect be required to provide access to or to disclose information where such access or disclosure would (i) breach any representation agreement with any third party, (ii) constitute a waiver of or warranty jeopardize the attorney-client or other privilege held by MTR or (iii) otherwise violate any applicable Law, including Gaming Laws. (d) The Company and each of its Subsidiaries will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning MTR and its Subsidiaries furnished to the Company, its Subsidiaries and/or their respective Representatives in connection with the transactions contemplated by this Agreement (including any and all information or any condition to documents furnished in accordance with the obligations of the parties hereto to consummate the MergerConfidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date terms of this Agreement to the Effective TimeSection 6.1, Parent and the Company each party hereto shall (and shall cause its Subsidiaries and its and their respective subsidiaries directors, officers, employees, auditors, agents and other representatives to): (i) provide afford to the other (party hereto and its officers, directors, employees, subsidiariesfinancial advisors, legal counsel, accountants, consultants, legal counselbanks or other financing sources contemplating providing customary financing in connection with the transactions contemplated by this Agreement, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) representatives reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agentsall of its books and records, properties, offices plants and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly personnel; provided, however, that any such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party access shall be required to furnish any information about any Legal Proceeding conducted under the supervision of personnel of the party providing such access and in a manner that is pending, or to does not interfere with the knowledge normal operations of the party providing such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingaccess. (b) The parties Notwithstanding anything to the contrary set forth herein, nothing in this Section 6.1 shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between require the Company or Parent to disclose any information that, in its sole and Parent. All information obtained by absolute discretion, (i) it is not legally permitted to disclose or the parties pursuant to disclosure of which would contravene any applicable law or binding order (aincluding any Antitrust Law) above shall be subject to or (ii) the Nondisclosure of which would jeopardize any attorney-Disclosure Agreementclient or other legal privilege. (c) The Company shall use its reasonable best efforts to cooperate with Parent in its efforts to consummate the financing of the transactions contemplated by this Agreement. Such efforts shall include (i) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (ii) providing assistance in preparation of confidential information memoranda and other materials to be used in connection with obtaining such financing, (iii) cooperation with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, and (iv) providing the financial and other information necessary for the EXECUTION COPY satisfaction of the obligations and conditions set forth in the commitment letter relating to such financing, in each case within the time periods required thereby. Parent shall use its reasonable best efforts to obtain all financing required for the transactions contemplated by this Agreement (such that after the transactions Parent and its Subsidiaries shall have an amount of working capital and other liquidity reasonable for the business, taken as a whole (after giving effect to the Merger)). Such efforts shall include, prior to Closing, (i) obtaining additional financing as required, and (ii) obtaining all consents and amendments to agreements related to any material amount of indebtedness for borrowed money required to ensure that consummation of the transactions contemplated by this Agreement does not and will not result in a conflict, breach or event of default thereunder (or repaying any such indebtedness and terminating the related agreement if such consent or amendment is not obtained). (d) No investigation information received pursuant to an investigation made under this Section 6.04 6.1 shall be deemed to (i) qualify, modify, amend or otherwise affect any representation representations, warranties, covenants or warranty other agreements of the parties set forth in this Agreement or any condition certificate or other instrument delivered to other party in connection with the transactions contemplated hereby, (ii) amend or otherwise supplement the information set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, (iii) limit or restrict the remedies available to the parties under applicable law arising out of a breach of this Agreement, or (iv) limit or restrict the ability of either party to invoke or rely on the conditions to the obligations of the parties hereto to consummate the Mergertransactions contemplated hereby set forth in Article VII hereof. (e) Each party shall (and shall cause its directors, officers, employees, auditors, agents and other representatives to) hold in confidence all non-public information acquired from the other party or the other party's representatives as a result of any investigation made under this Section 6.1 in accordance with the terms of the Non-Disclosure Agreement effective September 10, 2004 between Parent and the Company (the "Confidentiality Agreement").

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, from the date of this Agreement to hereof until the Effective Time, Parent and the Company shall (shall, and shall cause their respective subsidiaries to): (i) provide to its Subsidiaries and the other (and its officers, directors, employees, subsidiariesauditors and agents of the Company and the Subsidiaries to, accountants(i) afford Parent and its Representatives, consultantsfollowing notice from Parent to the Company in accordance with this Section 7.03, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, books and records thereof of the Company and each of its Subsidiaries, and all other financial, operating and other data and information as Parent may reasonably request, and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel use reasonable best efforts to facilitate meetings with managers and other aspects of it and its subsidiaries as appropriate third parties that have a business relationship with the other party Company or its Representatives may reasonably request; provided Subsidiaries. Notwithstanding the foregoing, neither Parent nor any of its representatives shall (x) contact or have any discussions with any of the Company’s non-executive employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (y) damage any of the Company’s or its Subsidiaries’ property or any portion thereof, or (z) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. Parent shall schedule and coordinate all inspections contemplated by the foregoing clause (z) with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct, and Parent is required to give the Company such written notice at least one (1) Business Day prior to the date that any manager of a Company Real Property which Parent wishes to inspect is entitled to receive notice of any such inspection. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither party the Company nor any of its Subsidiaries shall be required to furnish any information about any Legal Proceeding that is pending, provide access to or to disclose information where such access or disclosure would, on the knowledge advice of such party threatenedlegal counsel, against such party or any subsidiary or property or asset of such subsidiary if result in the loss of attorney-client privilege of the Company or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between Parent and the Company) or violate any Law; provided, however, that in each case, the Company or its Subsidiaries use commercially reasonable judgment efforts to provide Parent with such access in a manner that does not result in the loss of attorney-client privilege or violate applicable Law. In the event that the Company or its Subsidiaries do not provide access or information in reliance on the preceding sentence, the Company or its Subsidiaries shall provide written notice to Parent that such party after consulting with access or information is being withheld and the Company or its outside counselSubsidiaries shall use their commercially reasonable efforts to communicate, furnishing such to the extent feasible, the applicable information in a way that would reasonably be expected to prejudice materially not result in the rights loss of such party, its subsidiaries, officers, directors attorney-client privilege or affiliates in such Legal Proceeding or any related Legal Proceedingviolate applicable Law. (b) The parties shall comply with, and shall cause their respective Representatives Prior to comply withthe Effective Time, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation Parent pursuant to this Section 6.04 7.03 shall affect be kept confidential in accordance with the confidentiality agreement dated January 27, 2024 between Barcoding, Inc. and the Company (the “Confidentiality Agreement”). At the Effective Time, the Confidentiality Agreement will automatically terminate and be of no further force or effect without any representation or warranty in this Agreement action by, or any condition to the obligations liability to, any of the parties hereto to consummate the Mergerthereto or any other Person.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable LawLaws relating to the exchange of information, from the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement to in accordance with its terms, the Effective TimeCompany shall, Parent and shall cause the Company Subsidiary and the Representatives of the Company and the Company shall (Subsidiary to, afford Parent, Merger Sub, and shall cause Parent’s and Merger Sub’s third party financing sources with respect to any Acquisition Financing and their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) Representatives reasonable access at during normal working hours upon reasonable times upon prior advance notice to the officers, employees, agents, assets, properties, offices offices, plants and other facilities of it and its subsidiaries and to the facilities, books and records thereof of the Company and (ii) the Company Subsidiary and shall furnish promptly Parent and Merger Sub with such information concerning the businessfinancial, properties, contracts, assets, liabilities, personnel operating and other aspects of it data and its subsidiaries information as the other Parent, Merger Sub or Parent’s or Merger Sub’s third party financing sources, whether directly or its Representatives through their Representatives, may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties Any investigation conducted pursuant to the access contemplated by this Section 6.04 shall comply with, and shall cause their respective Representatives to comply with, all be conducted in a manner that does not unreasonably interfere with the conduct of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between business of the Company and Parentthe Company Subsidiary or damage or destroy any property or assets of the Company or the Company Subsidiary. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation Parent, Merger Sub or their respective third party financing sources pursuant to this Section 6.04 shall affect be held confidential in accordance with the Mutual Non-Disclosure Agreement, entered into on or about August 22, 2012 (the “NDA”), between ▇.▇. ▇▇▇▇▇▇ & Company, Inc., an Affiliate of Parent, and the Company; provided that nothing herein or in the NDA shall prevent Parent or Merger Sub or their respective third party financing sources from using all information obtained pursuant to this Section 6.04 as necessary and appropriate to consummate any representation Acquisition Financing. Parent shall inform the Company of the identity of any lead third party financing source that has been provided confidential information by Parent or warranty Merger Sub in accordance with this Agreement or any condition Section 6.04. (c) After the date hereof, Parent and the Company shall cooperate to establish a mechanism acceptable to both parties by which Parent will be permitted, prior to the obligations of Effective Time or the parties hereto Termination Date, as the case may be, and subject to consummate applicable Law, to communicate directly with the MergerCompany employees regarding employee related matters.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or During the Pre-Closing Period, the Company or any shall afford, and shall cause the Company Subsidiary and the officers, directors and employees of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent Company and the Company shall (Subsidiary to afford, the officers, employees and shall cause their respective subsidiaries to): (i) provide agents of Parent and Merger Sub reasonable access during normal business hours upon reasonable written notice and in a manner that does not unreasonably disrupt or interfere with business operations, to the other (Company's and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Company Subsidiary's officers, employees, agents, properties, offices facilities, books, records, correspondence (in each case, whether in physical or electronic form), contracts and other facilities assets as Parent shall reasonably request, and shall promptly furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it and its subsidiaries and pursuant to the books requirements of Federal or state securities Laws and records thereof a copy of any communication (including "comment letters") received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions and (ii) furnish promptly such all other information concerning its and the Company Subsidiary's business, propertiesproperties and personnel, contractsin each case (A) as Parent through its officers, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party employees or its Representatives agents may reasonably request; , (B) that are in the possession, custody or control of the Company or the Company Subsidiary, and (C) the disclosure of which would not violate any Law, cause to be waived the attorney-client privilege or other similar privilege with respect to any material matter (PROVIDED that such privilege cannot in the Company's good faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement), result in the disclosure of any trade secrets of third parties or violate any obligation of the Company or the Company Subsidiary with respect to confidentiality (provided that neither the Company will have used reasonable best efforts to obtain the consent of such third party shall be required to furnish such access or disclosure). Parent, Merger Sub and their respective officers, employees and agents will hold any such information about any Legal Proceeding that is pendingnon-public in confidence in accordance with the Confidentiality Agreement. No additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected Parent and Merger Sub pursuant to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingthis Agreement. (b) The parties Until the Effective Time, the provisions of the Mutual Nondisclosure Agreement dated March 12, 2008 between Kikkoman Corporation and the Company (the "CONFIDENTIALITY AGREEMENT") shall comply with, remain in full force and effect in accordance with its terms and shall cause their respective Representatives be applicable to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company Parent and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure AgreementMerger Sub. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any confidentiality agreement or similar agreement or arrangement Section 5.02(b), the Seller shall afford to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable LawParent, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide its independent accountants to the other (afford to Parent and its officers, directors, employees, subsidiaries, Parent’s accountants, consultants, legal counsel, investment bankers, advisors, agents counsel and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon during normal business hours during the period prior notice to the officers, employees, agentsClosing to all of the Seller’s assets, properties, offices Contracts and other facilities of it Business Records, and the Seller shall permit Parent and its subsidiaries representatives to make abstracts from and copies of such Contracts and Business Records. During such period, the Seller shall use its commercially reasonable efforts to the books and records thereof and (ii) furnish promptly such to Parent all other information concerning the business, properties, contractsBusiness, assets, liabilities, properties and personnel and other aspects of it and its subsidiaries the Seller as the other party or its Representatives Parent may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The No party (or its representatives, agents, counsel, accountants or investment bankers) hereto shall disclose to any third party, other than either party’s representatives, agents, counsel, accountants or investment bankers any confidential or proprietary information about the business, assets or operations of the other parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or the transactions contemplated hereby, except as contemplated hereby and as may be required by applicable law. The parties hereto agree that the remedy at law for any condition breach of the requirements of this subsection will be inadequate and that any breach would cause such immediate and permanent damage as would be impossible to the obligations of ascertain, and, therefore, the parties hereto agree and consent that in the event of any breach of this subsection, in addition to consummate any and all other legal and equitable remedies available for such breach, including a recovery of damages, the Mergernon-breaching parties shall be entitled to obtain preliminary or permanent injunctive relief without the necessity of proving actual damage by reason of such breach and, to the extent permissible under applicable law, a temporary restraining order may be granted immediately on commencement of such action.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Through the Restricted Period, the Company or any of their subsidiaries is a party or pursuant to applicable Lawshall, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries its Subsidiaries to): , (i) provide to the other (Purchaser and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) Representatives access to at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof of the Company and its Subsidiaries, and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it Company and its subsidiaries Subsidiaries as the other party Purchaser or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withThrough the Restricted Period, Purchaser shall, and shall cause its Subsidiaries to, (i) provide to the Sellers, the Company and their respective Representatives access to at reasonable times upon prior notice the officers, employees, properties, books and records of Purchaser and its Subsidiaries, and (ii) furnish promptly such information concerning Purchaser and its Subsidiaries as the Sellers, the Company or their respective Representatives may reasonably request. (c) Notwithstanding the foregoing, neither Purchaser nor the Company, or their respective Subsidiaries, shall be required to provide such access if it reasonably determines that such access would (i) materially disrupt or impair the ordinary course business or operations of Purchaser or the Company, as applicable, or any of its Subsidiaries, (ii) violate any legally-binding obligation with respect to confidentiality, non-disclosure or privacy, (iii) constitute a violation of any applicable Law or (iv) result in the disclosure of any trade secrets of Third Parties. Nothing in this Agreement shall require the Company or 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 or similar privilege or violate any confidentiality obligation of such Party (provided, however, that such Party shall use reasonable best efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). (d) Purchaser, Sellers and the Company shall comply with and shall use their reasonable best efforts to cause their respective Representatives to comply with, with all of their respective obligations under the Non-Disclosure Confidentiality Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject with respect to the Non-Disclosure Agreement. (c) No investigation pursuant to information disclosed under this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger6.03.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement to the earlier of the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company will, and will cause its Subsidiaries to, provide to Parent and the Company shall its authorized Representatives (and shall cause x) reasonable access during normal business hours to their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices books, contracts and other facilities records as Parent may reasonably request and (y) such financial and operating data of it the Company and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries Subsidiaries as the other party or its Representatives Parent may reasonably request within a reasonable period of time following such request; provided that neither party provided, however, until the Effective Time, the Company shall not be required to furnish furnish, or provide any access to, any information about to any Legal Proceeding that is pendingPerson not a party to, or to otherwise covered by, the knowledge of such party threatened, against such party Confidentiality Agreement or any subsidiary similar agreement with the Company, or property not otherwise bound by a similar confidentiality obligation, with respect to such information. Notwithstanding the foregoing, the Company shall not be required to provide access to, or asset of such subsidiary if cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights Company) (i) unreasonably disrupt the operations of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding the Company or any related Legal Proceeding. of its Subsidiaries, (bii) The cause a violation of any confidentiality provision under any material Contract to which the Company or any of its Subsidiaries is a party (provided that the Company shall have used commercially reasonable efforts to obtain a waiver from the counterparty to any such Contract so as to allow the Company to provide access to or furnish the relevant information), (iii) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries or (iv) violate any applicable Laws; provided, that each party shall use its reasonable best efforts to obtain any required consents and take such other action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney client privilege) to permit such access or disclosure. All information exchanged pursuant to this Section 6.4 shall be subject to the Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of their respective obligations under thereunder. The Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations earlier of the parties hereto Effective Time and the expiration of the Confidentiality Agreement according to consummate the Mergerits terms.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the The Company or any of their subsidiaries is a party or pursuant to applicable Lawshall, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries the Subsidiaries to): (i) provide , afford to the other (Purchaser and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents financial advisors and other representatives, collectivelyand to prospective lenders and other financing sources and each of their respective representatives, “Representatives”) access at full access, during normal business hours upon reasonable times upon notice throughout the period prior notice to the officersClosing, employeesto the Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, agentsstructures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to the extent necessary to enable Purchaser to make a thorough investigation of the Company’s business, properties, offices assets and other facilities of it and its subsidiaries and to the books and records thereof and (ii) operations, and, during such period, shall furnish promptly such information concerning the businessbusinesses, properties, contracts, assets, liabilities, properties and personnel of the Company and other aspects of it and its subsidiaries the Subsidiaries as the other party or its Representatives may Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations or interfere with the conduct of its business. Prior to the Closing, the Company shall generally keep Purchaser informed as to all material matters involving the operations and businesses of the Company and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with representatives of Purchaser and its prospective lenders and other financial sources. All nonpublic information provided that neither party to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be required to furnish any information about any Legal Proceeding that is pending, or to “Information” for purposes of the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15February 25, 2003 2009 among Purchaser, the Company and the Selling Stockholders (the “Non-Disclosure Confidentiality Agreement”), between the terms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with seeking necessary consents and Parentapprovals as contemplated hereby. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of If the parties hereto shall fail to consummate the Mergertransactions contemplated hereby, the terms of the Confidentiality Agreement shall, notwithstanding any contrary term thereof, remain in full force and effect for a period of thirty (30) months from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and representatives, prospective lenders and other financial sources shall comply with all of the Company’s regulations made known to them when present at the Company’s facilities.” 5 of 8

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement to the earlier of the Effective Time, Parent Time and the termination of this Agreement in accordance with Article 7, the Company shall (shall, and shall cause their respective subsidiaries each of its Subsidiaries to): : (i) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the other (and business conducted by the Company or any of its officersSubsidiaries, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities of it the Company and each of its subsidiaries Subsidiaries and to the books and records thereof and (ii) promptly furnish promptly such information concerning the business, properties, contractsContracts, assets, liabilities, personnel assets and other aspects liabilities of it the Company and each of its subsidiaries Subsidiaries as the other party Parent or its Representatives may reasonably request; provided provided, however, that neither party the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that the Company reasonably believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets or confidential information about any Legal Proceeding that is pendingof third parties, or to the knowledge of such party threatened(C) breach, against such party contravene or violate any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingapplicable Law. (b) The parties shall comply withEach of Parent and M▇▇▇▇▇ Sub agrees that it will not, and shall will cause their respective its Representatives not to, prior to comply withthe Effective Time, all use any information obtained pursuant to this Section 5.2 for any competitive or other purpose unrelated to the consummation of their obligations under the Non-Disclosure Agreement Offer and the Merger. The Confidentiality Agreement, dated October 15November 13, 2003 2023, by and between the Company and Parent (the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All shall apply with respect to information obtained furnished under this Section 5.2 by the parties pursuant to (a) above shall be subject to the Non-Disclosure AgreementCompany, its Subsidiaries and their Representatives. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant Each of the Company, Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives and sources of Debt Financing and Equity Financing, shall afford to any confidentiality agreement each other reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ properties, books and records and to those employees of the Company or similar agreement or arrangement to which Parent or their respective Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, each of the Company and Parent shall furnish, as promptly as practicable to such persons all information concerning its and its Subsidiaries’ business, properties and personnel as such persons may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent nor any of their respective Subsidiaries shall be required to provide access to or disclose information if the Company or Parent, as applicable, reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company, Parent or any of their subsidiaries respective Subsidiaries, as applicable, or contravene any Law to which the Company, Parent or any of their respective Subsidiaries, as applicable, is a party party; provided that, in any such case, the Company or pursuant Parent, as applicable, shall provide such information in redacted form as necessary to applicable Lawpreserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, from the date of this Agreement to the Effective Timeextent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of April 4, 2013, between Parent and the Company (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply withhold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to comply withhold, all of their obligations under information received from the Non-Disclosure Agreement dated October 15other party or its Representatives, 2003 (directly or indirectly, in confidence in accordance with the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All No information or knowledge obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No any person in any investigation pursuant to this Section 6.04 5.02 shall affect or be deemed to modify any representation or warranty in this Agreement or made by any condition to the obligations of the parties hereto to consummate the Mergerparty hereto.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or During the Pre-Closing Period, the Company or any of their subsidiaries is a party or pursuant to applicable Lawshall, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause the Representatives of the Company to, afford to Parent, Merger Sub and their respective subsidiaries to): (i) provide Representatives reasonable access to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices facilities, books, records, Contracts and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilitiesand shall promptly furnish to Parent, personnel Merger Sub and their respective Representatives copies of all existing financial, operating and other aspects of it data and its subsidiaries information as the other party or its Representatives such Persons may from time to time reasonably request; provided that neither party any such access (including to employees) shall be required conducted at Parent’s expense, at a reasonable time and in such a manner as to furnish not to interfere unreasonably with the normal operation of the business of the Company. During the Pre-Closing Period, the Company shall use reasonable best efforts to, at the request of Parent, facilitate site visits by any information about of Parent, Merger Sub or their respective Representatives at any Legal Proceeding that is pendingfacility of a Third Party contract manufacturer of the Company. The Company shall instruct its Representatives to cooperate with Parent and Merger Sub in their investigation of the Company. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected Parent and Merger Sub pursuant to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingthis Agreement. (b) The parties Nothing herein shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between require the Company to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) jeopardize any attorney client or other legal privilege (provided that the Company will nonetheless provide Parent and Parent. All the applicable Representatives of Parent with appropriate information obtained by regarding the parties pursuant to factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (aii) above shall be subject contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Non-Disclosure date of this Agreement, including any confidentiality agreement to which the Company is a party (provided that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the preceding sentence apply. (c) No investigation The information disclosed pursuant to this Section 6.04 7.7 shall affect any representation or warranty be treated in this Agreement or any condition to accordance with the obligations provisions of the parties hereto to consummate the MergerConfidentiality Agreement, which shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or During the Interim Period, upon reasonable notice, the Company shall, and shall cause each of its Subsidiaries to, provide to Parent and its Representatives during normal business hours reasonable access to all employee, facilities, books and records of the Company and its Subsidiaries as is reasonably requested in writing; provided, that (x) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (y) nothing herein shall require the Company to provide access to, or to disclose any information to, Parent or any of their subsidiaries is a party its Representatives if such access or pursuant to applicable Lawdisclosure, from in the date good faith reasonable belief of this Agreement to the Effective TimeCompany, Parent and the Company shall (and shall cause their respective subsidiaries to): after consultation with outside counsel, (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, would waive any legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and privilege or (ii) furnish promptly would be in violation of applicable laws or regulations of any Governmental Entity (including the HSR Act and any other applicable Laws). All of such information concerning made available to Parent shall be treated as confidential information pursuant to the businessterms of the Confidentiality Agreement, properties, contracts, assets, liabilities, personnel the provisions and other aspects restrictions of it and its subsidiaries as the other party or its Representatives may reasonably requestwhich are by this reference hereby incorporated herein; provided that neither party nothing therein shall be required to furnish prohibit or limit Parent, Merger Subs and their respective Affiliates (including Lion Capital LLP and its Affiliates) from disclosing any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially its actual or potential financing sources so long as the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingrecipients are bound by customary confidentiality obligations. (b) All non-public information of Parent provided to the Company pursuant to this Agreement shall be treated as confidential pursuant to the terms of this Section 5.6(b). The parties shall comply withCompany shall, and shall cause its Subsidiaries to, hold in confidence, and the Company shall not, and shall cause its Subsidiaries to not, disclose any non-public information of Parent provided hereunder, including exercising the same degree of care as the Company exercises with its own confidential or proprietary information of a similar nature, but in no event less than a commercially reasonable degree of care, to prevent its unauthorized disclosure or use. The Company acknowledges and agrees that some of the information provided to the Company may be considered “material non-public information” for purposes of securities Laws, and the Company shall, and shall cause its Subsidiaries to, abide by all securities Laws relating to the handling of and acting upon material non-public information of or regarding Parent. The Company shall, and shall cause its Subsidiaries to, only use any such non-public information for purposes of consummating the transaction contemplated by this Agreement. The Company shall not, and shall cause its Subsidiaries to not, disclose any portion of such non-public information to any person other than its or their respective Representatives who are bound by obligations of confidentiality substantially similar to the terms of this Section 5.6(b) and who “need to know” such non-public information in order to consummate the transactions contemplated by this Agreement, and then only to the extent they need to know. The Company shall as soon as commercially practicable notify Parent in the event of any unauthorized use or disclosure of such non-public information and reasonably cooperate with Parent to prevent further unauthorized use or disclosure. In any event, the Company shall be responsible for any breach of this Section 5.6(b) by any of its Representatives or such parties, and agrees, at its sole expense, to take commercially reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of such non-public information. Notwithstanding anything contained herein to the contrary, this Section 5.6(b) shall not (i) prohibit the Company from disclosing any such non-public information to the extent required in order for the Company to comply withwith applicable Law, all provided that the Company, to the extent permitted by applicable Law, provides prior written notice of their obligations under such required disclosure to Parent and takes reasonable and lawful actions to avoid or minimize the Non-Disclosure Agreement dated October 15extent of such disclosure, 2003 at Parent’s sole expense, or (the “Non-Disclosure Agreement”), between ii) prohibit or limit the Company and Parent. All its Affiliates from disclosing customary or any other reasonable information obtained by concerning the parties pursuant to (a) above shall be subject transactions contemplated hereby to the NonCompany’s investors, prospective investors and advisors bound by customary confidentiality provisions. Notwithstanding the foregoing, any non-Disclosure Agreement. (c) No investigation public information of Parent provided to the Company pursuant to this Section 6.04 shall affect Agreement may be disclosed, and no notice as referenced above is required to be provided, pursuant to requests or demands by any representation Governmental Entity with jurisdiction over the Company or warranty in its Representatives and not directed at Parent or the transactions contemplated by this Agreement Agreement; provided that the Company or its Representatives, as applicable, inform any condition to the obligations such authority of the parties hereto confidential nature of the information disclosed to consummate the Mergerthem and to keep such information confidential in accordance with such Governmental Entity’s policies and procedures.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from From the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, Parent and upon reasonable prior written notice, the Company shall (shall, and shall use commercially reasonable efforts to cause their respective subsidiaries to): (i) provide to the other (and its officers, directorsdirectors and employees to, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to afford the officers, employees, agentsauditors and other authorized representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, properties, offices offices, plants and other facilities of it and its subsidiaries and to the all books and records thereof of the Company and (ii) its Subsidiaries, and shall furnish promptly such information concerning the businessParent with all financial, properties, contracts, assets, liabilities, personnel operating and other aspects data and information as Parent, through its officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of it the Company and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party Subsidiaries. The Company shall not be required to furnish any information about any Legal Proceeding that is pending, provide access to or to the knowledge of disclose information where such party threatened, against such party access or any subsidiary disclosure would violate or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such partyits clients, jeopardize the attorney-client privilege of the Company and its subsidiaries, officers, directors Subsidiaries or affiliates in such Legal Proceeding or contravene any related Legal ProceedingLaw. (b) The parties shall comply withEach of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and shall cause their respective Representatives other authorized representatives to comply withhold 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 Mutual Confidentiality Agreement, all of their obligations under the Non-Disclosure Agreement dated October 15April 4, 2003 (the “Non-Disclosure Agreement”)2011, between the Company and Parent. All information obtained by Parent (the parties pursuant to (a) above “Confidentiality Agreement”), which shall be subject to the Non-Disclosure Agreementremain in full force and effect in accordance with its terms. (c) No investigation pursuant The Company will hold and treat and will cause its officers, employees, auditors and other authorized representatives to this Section 6.04 shall affect any representation or warranty hold and treat in confidence all documents and information concerning Parent furnished to the Company in connection with the transactions contemplated by this Agreement or any condition to in accordance with the obligations of the parties hereto to consummate the MergerConfidentiality Agreement, which shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except as required pursuant Subject to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Confidentiality Agreement and Applicable Law, and solely for the purposes of furthering the Merger, Company shall, and shall cause its Subsidiaries to, afford to Parent and its officers, employees and Representatives, reasonable access, during normal business hours during the period from the date of this Agreement to the Effective Time, Parent to all of its and their respective properties, books, contracts, commitments, personnel and records (provided that such access shall not unreasonably interfere with the business or operations of Company), and during such period, Company shall (shall, and shall cause their respective subsidiaries its Subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such to Parent all information concerning the its and their business, properties, contracts, assets, liabilities, properties and personnel and other aspects of it and its subsidiaries as the other party Parent or its Representatives may reasonably request; provided that neither party the foregoing shall be required not require Company or Parent to furnish disclose any information about any Legal Proceeding that is pending, or pursuant to this Section 7.2 to the knowledge of extent that (i) such party threateneddisclosure contravenes any Applicable Law or Order, against such party or any subsidiary or property or asset of such subsidiary if (ii) in the reasonable good faith judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiariesthe information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege, officersattorney work product or other relevant legal privilege; provided, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. further, that, with respect to the foregoing clauses (bi) The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 through (the “Non-Disclosure Agreement”iii), between Company shall use its commercially reasonable efforts to (A) obtain the Company required consent of any third party necessary to provide such disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the other party and Parent. All information obtained by (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties pursuant to (a) above shall be subject to determine that doing so would reasonably permit the Non-Disclosure Agreement. (c) disclosure of such information without violating Applicable Law or jeopardizing such privilege. No investigation review pursuant to this Section 6.04 7.2 shall affect any representation or warranty in given by the other party hereto. Any information provided or made available pursuant to this Agreement or any condition to Section 7.2 shall be governed by the obligations terms and conditions of the parties hereto to consummate the MergerConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant To the extent permitted by applicable Law and subject to any confidentiality agreement or similar agreement or arrangement to which Parent or the terms of the Confidentiality Agreement, the Company or any shall, and shall cause each of their subsidiaries is a party or pursuant its Subsidiaries to, afford to applicable LawParent and to Parent’s officers, from the date of this Agreement employees, accountants, counsel, financial advisors and other Representatives, during normal business hours and upon reasonable prior notice to the Effective TimeCompany, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) to all of the Company’s and the Company Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent and may from time to time reasonably request, and, during such period, the Company shall (and shall cause their respective subsidiaries its Subsidiaries to): (i) provide furnish promptly to Parent all information concerning the other (Company’s and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agentsCompany Subsidiaries’ businesses, properties, offices facilities, operations and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the businesspersonnel, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries in each case as the other party or its Representatives Parent may reasonably request; . If any of the information or material furnished pursuant to this Section 6.02(a) includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Action, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided that neither party shall be required to furnish any information about any Legal Proceeding by the Company that is pendingentitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Subject in all respects to the terms of this Section 6.02(a), promptly after receipt thereof, the Company shall deliver to Parent copies of any written reports to the Company’s risk management committee or similar body, pursuant to the Company’s existing risk management policies (including the Company Trading Policies), in connection with any breaches of, or to exceptions from, the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in Company’s existing risk management policies (including the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingCompany Trading Policies). (b) The parties Each of Parent and the Company shall comply hold, and shall cause its Representatives (as defined in the Confidentiality Agreement) to hold, all information received from the other party, directly or indirectly, in confidence in accordance with, and shall cause their respective Representatives to comply withotherwise abide by and be subject to, all the terms and conditions of their obligations under the Non-Disclosure Confidentiality Agreement dated October 15May 30, 2003 2008 between Parent and the Company (as it may be amended from time to time, the “Non-Disclosure Confidentiality Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above The Confidentiality Agreement shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall affect survive any representation or warranty in termination of this Agreement or any condition to the obligations of the parties hereto to consummate the Mergerin accordance with its terms.

Access to Information; Confidentiality. (a1) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or From the Company or any date hereof until the earlier of their subsidiaries is a party or pursuant the Effective Time and the termination of this Agreement, subject to applicable Law, from the date of this Agreement to the Effective Time, Parent Laws and the Company shall (Confidentiality Agreement, the Corporation shall, and shall cause their respective subsidiaries to): (i) provide its Subsidiaries to give to the other (Purchaser and its officersRepresentatives, directorsupon reasonable notice, employeesreasonable access to its Books and Records, subsidiariesits Subsidiaries’ books and records, accountants, consultants, legal counsel, investment bankers, advisors, agents Contracts and financial and operating data or other representatives, collectively, “Representatives”) access at reasonable times upon prior notice information with respect to the officerspersonnel, employees, agents, properties, offices and other facilities assets or business of it and the Corporation or its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries Subsidiaries as the other party Purchaser or its Representatives may from time to time request in connection with strategic and integration planning, confirmatory due diligence, or for any other reasons reasonably request; provided relating to the transactions contemplated herein, so long as the access does not unduly interfere with the conduct of the business of the Corporation or its Subsidiaries. The Corporation shall continue to afford the Purchaser and its Representatives access to the Data Room. Without limiting the foregoing: (a) the Corporation shall, upon request and reasonable notice from the Purchaser, meet with the Purchaser and its Representatives within 10 Business Days of each month-end that neither party occurs following the date hereof until the earlier of the Effective Time and the termination of this Agreement, in order to provide an update regarding the implementation and effect of any Interim Period Measures and the Corporation and its Subsidiaries’ current cash balance, trade accounts payable balance, trade accounts receivable balance and the aging of both trade receivables and payables, (b) the Chief Executive Officer and Chief Financial Officer of the Corporation shall be required to furnish any information about any Legal Proceeding that is pendingavailable for weekly high-level touchpoint calls with the Purchaser, or and (c) subject to the knowledge terms of such party threatenedany existing Contracts, against such party upon the Purchaser’s reasonable request, the Corporation shall use commercially reasonable efforts to facilitate discussions between the Purchaser and any joint venture partner (including with respect to the Joint Ventures), Material Contract counterparty or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably other Person from whom consent may be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingrequired. (b2) The parties shall comply withInvestigations made by or on behalf of the Purchaser, and shall cause their respective Representatives to comply with, all of their obligations whether under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Corporation in this Agreement or any condition to the obligations of the parties hereto to consummate the MergerAgreement.

Access to Information; Confidentiality. (a1) Except From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contracts, the Company shall: (i) give to the Purchaser and its Representatives reasonable access to the Books and Records and Material Contracts of the Company and its Liquor Subsidiaries and subject to Section 4.7(3), its personnel, during normal business hours and in such manner as required pursuant not to interfere unreasonably with the conduct of the business of the Company and its Liquor Subsidiaries; and (ii) furnish to the Purchaser and its Representatives such financial and operating data and other information as such Persons may reasonably request. (2) Neither the Purchaser nor any confidentiality agreement of its Representatives will contact any Company Employees, or similar agreement any contractual counterparts of the Company or arrangement its Subsidiaries (in their capacity as such), except after consultation with and the approval of the Chief Executive Officer of the Company and a director of the Company, which shall not be unreasonably withheld, conditioned or delayed. (3) Notwithstanding any provision of this Agreement, the Company shall not be obligated to which Parent provide access to, or to disclose, any information to the Purchaser if the Company reasonably determines that such access or disclosure would jeopardize any attorney client or other privilege claim by the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal ProceedingSubsidiaries. (b4) The parties shall comply withInvestigations made by or on behalf of the Purchaser, and shall cause their respective Representatives to comply with, all of their obligations whether under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreement. (c) No investigation pursuant to this Section 6.04 shall 4.7(1) or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (5) For greater certainty, the Purchaser and its affiliates shall treat, and shall cause its Representatives to treat, all information furnished to the Purchaser or any of its affiliates or Representatives in connection with the transactions contemplated by this Agreement or any condition pursuant to the obligations terms of this Agreement in accordance with the terms of the parties hereto to consummate Confidentiality Agreement. Without limiting the Mergergenerality of the foregoing, the Purchaser acknowledges and agrees that the Company Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to the Effective Time, Parent and the The Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (allow Acquirers Representative and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) advisors access at reasonable times upon and following prior notice coordination to the officersfiles, employeesbooks, agentsrecords, propertiestechnology, offices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilitiesContracts, personnel and offices of the Company, including any and all information relating to the Company’s taxes, Contracts, Liabilities, financial condition (including internal financial statements) and real, personal and intangible property, subject to the terms of the Non-Disclosure Agreement between the Seller and Pure dated September 2021 (the “NDA”). The Company shall cause its accountants and other aspects of it Company representative to cooperate with the Acquirers Representative in making available all financial information reasonably requested by Acquirers Representative and its subsidiaries as agents and advisors, including the other party right to examine all working papers pertaining to all financial statements prepared or its Representatives may reasonably request; provided that neither party audited by such accountants. No information or knowledge obtained by Acquirers Representative during the pendency of the Transactions in any investigation pursuant to this Section 5.8 shall affect or be required deemed to furnish modify any information about any Legal Proceeding that is pendingrepresentation, warranty, covenant, agreement, obligation or to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceedingcondition set forth herein. (b) The parties shall comply withSeller shall, and shall use its commercially reasonable efforts to cause their respective Representatives its Affiliates and representatives to, keep confidential and not disclose to comply withany other Person, any Confidential Information (as defined in the NDA). ▇▇▇▇▇▇ agrees that promptly after the Closing, it shall destroy all of their obligations under Company confidential information and Company Intellectual Property in Seller’s possession and control, in whatever form or medium. If the Non-Disclosure Agreement dated October 15Acquirers Representative requests, 2003 (the “Non-Disclosure Agreement”), between the Company Seller shall promptly provide written confirmation and Parent. All information obtained by the parties pursuant to (a) above shall be subject to the Non-Disclosure Agreementcertification that Seller has returned or destroyed all such materials. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant Subject to applicable Law, from the date of this Agreement upon reasonable notice to the Effective TimeCompany, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (Company Subsidiaries and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employeesdirectors and agents of the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the Pre-Closing Period, to its officers, agents, properties, offices books, Contracts and records, and, with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and the Company Subsidiaries; and shall furnish Parent and Merger Sub all financial, operating and other facilities of it data and its subsidiaries information (other than any new environmental testing or sampling data or information) as Parent and to the books and records thereof and (ii) furnish promptly such information concerning the businessMerger Sub through their officers, propertiesemployees or agents, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives may reasonably request; provided that neither party . None of the Company, any Company Subsidiary and any Representative of the Company shall be required to furnish any information about any Legal Proceeding that is pending, provide such access to or to disclose such information where such access or disclosure would (i) contravene any applicable Law, Contract of the knowledge of such party threatened, against such party Company or any subsidiary Company Subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counselOrder, furnishing such information (ii) would reasonably be expected to prejudice violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially and adversely interfere with the rights conduct of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding the business of the Company or any related Legal Proceedingof the Company Subsidiaries; provided that, to the extent practicable, (A) the Company, each Company Subsidiary and each of their Representatives have taken commercially reasonable steps to provide access to or to disclose such information on a basis that does not result in the effects described in clauses (i) through (iii) and (B) in the case of clause (ii), such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company). (b) The parties No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.03 or otherwise shall comply withaffect or be deemed to affect or modify any representation, and shall cause their respective Representatives to comply withwarranty, all of their obligations under the Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between covenant or agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent. All information obtained ’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the parties pursuant to (a) above shall be subject to the Non-Disclosure Company in this Agreement. (c) No investigation pursuant Each of Parent and Merger Sub acknowledges that all information provided to this Section 6.04 shall affect it or any representation of its Representatives by the Company or warranty any of its Representatives in connection with this Agreement or any condition to and the obligations consummation of the parties hereto Transactions shall be deemed to consummate be provided under, and shall be treated in accordance with, the MergerConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or From the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date execution and delivery of this Agreement to the Effective Time, Parent and the Company shall (and each Company Subsidiary shall, and shall cause their respective subsidiaries Representatives (collectively, “Company Representatives”) to): , (i) provide to the other Parent and Merger Sub and each of their respective Representatives (and its officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Parent Representatives”) access at reasonable times during normal business hours, upon prior notice notice, to the officers, employees, agents, properties, offices assets, offices, Contracts, customers, suppliers and other facilities of it the Company and its subsidiaries the Company Subsidiaries and to the books and records thereof and (ii) furnish or cause to be furnished as promptly as reasonably practicable after request therefor such information concerning the business, properties, contractsContracts, assets, liabilities, personnel and other aspects of it the Company and its subsidiaries the Company Subsidiaries as the other party Parent, Merger Sub or its Representatives any Parent Representative may reasonably request; provided provided, that neither party until the Effective Time, the Company shall not be required to provide access to or furnish any information about any Legal Proceeding that is pendingif doing so would violate applicable Law, or where such access to information would involve the waiver of an attorney-client privilege 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 violate applicable Law or compromise the Company’s or any Company Subsidiary’s privilege with respect thereto, including by disclosing such information to external counsel to Parent to the knowledge of such party threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such Legal Proceeding or any related Legal Proceeding. (b) The parties shall comply with, and shall cause their respective Representatives extent required to comply withwith applicable Law or maintain such privilege, all of their obligations under as applicable. Notwithstanding the Non-Disclosure Agreement dated October 15forgoing, 2003 (the “Non-Disclosure Agreement”), between the Company shall provide to Parent and ParentMerger Sub, without having to be requested to do so, the monthly management financial reporting package for each month up to and including the month of the Effective Time as soon as the same is available and consistent with past practice. All information obtained by the parties exchanged pursuant to (a) above this Section 6.3 shall be subject to the Non-Disclosure AgreementNDA. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger.