Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except From the date hereof until the Closing, the Company shall, and shall cause its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Subsidiaries to, afford the officers, employees and agents of Buyer reasonable access at all reasonable times to the officers, agents, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish Buyer with such financial, operating and other data and information as otherwise prohibited by applicable Law Buyer, through their officers, employees or agents, or the terms Access Parties may reasonably request; provided, however, (i) that the officers, employees and agents of Buyer, and the Access Parities, shall not be permitted to conduct invasive environmental investigation or testing at any Contract properties, offices, plants and other facilities at which the Company conducts or has conducted operations and (ii) that the Company may restrict the foregoing access and information to the extent that the Company, in its reasonable judgment, determines that not doing so would (A) violate applicable Laws, (B) result in a risk of the loss of attorney-client privilege with respect to such information provided that the Company shall use reasonable best efforts to disclose such information in a way that would not waive such privilege, or (C) result in a violation of an agreement to which the Company or any of its Subsidiaries is subject (provided, a party; provided that the Company shall use its reasonable best efforts to promptly obtain give prompt notice to Buyer any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, time the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such restricts access or disclosure would information pursuant to sub-clauses (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (Aii)(A), (Bii)(B) and or (Cii)(C), that the Company shall use its commercially reasonable efforts . Any investigation pursuant to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation this Section 7.02 shall be conducted in such a manner as not to interfere unreasonably interfere with the conduct of the business or operations of the Company or its Subsidiaries. (b) All With respect to all information obtained furnished by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms on behalf of the Confidentiality Agreement (and any other terms which are applicable Company to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto Buyer or any condition of its representatives or agents under this Agreement, Buyer shall comply with, and shall cause its representatives and agents to comply with, all of their respective obligations under the obligations of the parties heretoNondisclosure Agreement relating thereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms Effective Time and the Effective Timesubject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, (i) provide give to Parent Parent, its counsel, financial advisors, auditors and Parent’s Representatives access, at other authorized representatives reasonable times upon prior notice, access to the officers, employees, agentsits offices, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; records, (ii) furnish promptly to Parent such information concerning the businessParent, propertiesits counsel, contractsfinancial advisors, assets, liabilities, personnel auditors and other aspects authorized representatives such financial and operating data and other information as 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. All information furnished pursuant to this Section shall be subject to the confidentiality agreement, dated as of May 9, 2007, between Parent and the Company and (the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Neither the Company nor any of its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required obligated to provide access to, or to or disclose disclose, any information to Parent if the Company reasonably determines that such access or disclosure would (A) jeopardize any the attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) Subsidiaries or violate any Contract entered into prior Applicable Law. All requests for information made pursuant to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation Section 6.04 shall be conducted in such a manner as not directed to unreasonably interfere with the business or operations an executive officer of the Company or its Subsidiaries. (b) All information obtained such Person as may be designated by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of ParentCompany’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)executive officers. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a))and confidentiality agreements, from the date of this Agreement hereof until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries toand the officers, (i) provide directors, employees, auditors and agents of the Company and its Subsidiaries to afford Parent, following notice from Parent and Parent’s Representatives accessto the Company in accordance with this Section 7.02, at reasonable times upon prior notice, access during normal business hours to the officers, employees, agents, properties, offices and other facilities facilities, contracts, commitments, books and records of the Company and each of its Subsidiaries Subsidiaries, and to 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 books and records thereof; foregoing, neither Parent nor any of its representatives shall (i) contact or have any discussions with any of the customers, employees, agents or representatives of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) furnish promptly to damage any property or any portion thereof, or (iii) perform any onsite procedure or investigation (including any onsite environmental investigation or study) unless in each case Parent such information concerning obtains the businessprior consent of the Company, properties, contracts, assets, liabilities, personnel which shall not be unreasonably withheld. Parent shall schedule and other aspects of coordinate all inspections with the Company and its Subsidiaries as shall give the Company at least three (3) Business Days prior notice thereof, setting forth the inspection or materials that Parent or its Representatives may reasonably requestrepresentatives intend to conduct or review, providedas applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, however, that neither the Company nor any of its Subsidiaries shall not be required to provide access to or to disclose any information if where such access or disclosure would (Ax) jeopardize any the attorney-client privilege, work product doctrine or other applicable privilege of the Company, the Company Board or any of its committee thereof or the Company’s Subsidiaries, or (By) violate contravene any Contract Law or binding agreement entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A)that, (B) and (C)if requested to do so by Parent, that the Company shall use its commercially reasonable efforts to cause such information to be provided in obtain a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding waiver from the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariescounterparty. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by In connection with Buyer’s filing obligations under applicable Law or the terms of any Contract to which the Company or any of securities Laws, Seller and its Subsidiaries is subject (provided, that the Company Affiliates shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply cooperate with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, Buyer and shall cause its Subsidiaries to, (i) provide to Parent give Buyer and Parent’s Representatives access, at its authorized representatives reasonable times upon prior notice, access to the officersbooks, employeesrecords, agents, propertieswork papers, offices and other facilities and properties of the Company and its Subsidiaries and to the books and records thereof; Group Companies, (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request and (iii) cause the officers of each of the Group Companies to furnish promptly to Parent Buyer with such information concerning the business, properties, contracts, assets, liabilities, personnel financial and operations data and other aspects of the Company and its Subsidiaries information as Parent or its Representatives Buyer may reasonably request, ; provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted during normal business hours under the supervision of the applicable personnel of Seller, the Company or their Affiliates and in such a manner as to not to interfere unreasonably interfere with the business or operations of the Company Group Companies. Neither Seller nor the Group Companies shall be under any obligation to disclose to Buyer (A) any information the disclosure of which is restricted by Contract or its SubsidiariesLaw, (B) any information that, in the reasonable judgment of Seller or the Group Companies, as the case may be, would result in the disclosure of any trade secrets or competitively sensitive information or (C) any information that consists of accounting workpapers or that may adversely affect the attorney-client privilege of Seller or the Group Companies, as the case may be; provided, however, that Seller and the Group Companies shall use commercially reasonable efforts to provide appropriate substitute arrangements in circumstances where this sentence applies. (b) All information obtained Following the Closing, the Parties shall cooperate with each other reasonably and in good faith, and in a timely manner, in connection with all Seller Litigation matters, by the parties pursuant providing access to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any all such information provided or made available pursuant to this Section 7.04 and people as may be reasonably requested by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable Party with respect to such Representative)matters. (c) No investigation Following the Closing, the Seller and its Affiliates shall treat all documents and other information concerning the Group Companies, including all documents and information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby, (together, “Confidential Information”) as confidential and refrain from using any Confidential Information. In the event that Seller or any of its Affiliates or representatives is requested or required pursuant to this Section 7.04 shall affect a written or oral question or request for information or documents in any representation, warranty, covenant Action to disclose any Confidential Information by judicial or agreement in this Agreement administrative process or by other requirements of any party hereto applicable Law, Seller will notify Buyer promptly of the request or requirement, so Buyer may seek an appropriate protective order. If, in the absence of a protective order, Seller or such Affiliate is, on the advice of counsel, required or compelled to disclose any such Confidential Information by judicial or administration process or by other requirements of any applicable Law, Seller or such Affiliate may disclose such Confidential Information to the extent so required to be disclosed, without liability hereunder; provided, however that Seller and its Affiliates shall reasonably cooperate with Buyer’s efforts (if any) to obtain a protective order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed. Confidential Information does not include information that is generally available to the public immediately prior to the time of disclosure unless such Confidential Information is so available due to the actions of Seller or any condition to the obligations of the parties heretoits respective Affiliates or representatives.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and to the Effective Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to, : (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent and Parent’s Representatives accessRepresentatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, at upon reasonable times upon prior noticeadvance notice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and its the Company Subsidiaries and to the books books, contracts and records thereof; thereof (including Tax Returns) and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel assets and other aspects liabilities of the Company and its Company Subsidiaries as Parent or its the Parent Representatives may reasonably request, ; provided, however, that the Company shall not be required to provide access (or to or disclose cause any information if Company Subsidiary to) afford such access or disclosure would furnish such information to the extent that the Company believes that doing so would: (A) jeopardize any result in the loss of attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), provided that the Company shall use its commercially reasonable efforts to cause allow for such information to be provided access or disclosure in a manner that would does not result in such jeopardy a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violation violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party right; or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a). (iiib) instruct its From the date of this Agreement to the Effective Time, Parent shall, and shall cause each Parent Subsidiary and each Parent Representative to: (i) provide to the Company and the Company Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted reasonable access during normal business hours in such a manner as not to interfere unreasonably interfere with the operation of any business conducted by Parent or operations any Parent Subsidiary, upon reasonable advance notice to Parent, to the officers, employees, properties, offices and other facilities of Parent and the Parent Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of Parent and Parent Subsidiaries as the Company or the Company Representatives may reasonably request; provided, however, that Parent shall not be required to (or to cause any Parent Subsidiary to) afford such access or furnish such information to the extent that Parent believes that doing so would: (A) result in the loss of attorney-client privilege (provided that Parent shall use its Subsidiaries. reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (bB) All result in the disclosure of any trade secrets of third parties or violate any obligations of Parent or any Parent Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which Parent or any Parent Subsidiary is party, (C) result in a competitor of Parent or any Parent Subsidiary receiving information obtained by that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the parties HSR Act or any other antitrust or competition Law). The Company agrees to indemnify and hold Parent and Parent Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any the Company Representative or any information provided to such Company Representatives pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative5.3(b). (c) No investigation With respect to the information disclosed pursuant to this Section 7.04 Sections 5.3(a) and 5.3(b), Parent shall affect any representationcomply with, warrantyand shall cause each Parent Subsidiary and each Parent Representative to comply with and the Company shall comply with and shall cause each Company Representative to comply with, covenant or agreement all of their respective obligations under the Confidentiality Agreement dated October 1, 2010 and the Confidentiality Agreement dated November 3, 2010, in this Agreement of any party hereto or any condition to each case, by and between the obligations of Company and Parent (collectively, the parties hereto“Confidentiality Agreements”).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms Each of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company Parent shall, and shall cause each of its Subsidiaries to, afford to the other party and its respective Representatives reasonable access during normal business hours, during the period prior to the 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, such party shall, and shall cause each of its Subsidiaries to, furnish promptly to the other party: (i) provide to Parent a copy of each report, schedule, registration statement and Parent’s Representatives access, at reasonable times upon prior notice, other document filed or received by it during such period pursuant to the officers, employees, agents, properties, offices requirements of federal or state securities laws and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and as the other aspects of the Company and its Subsidiaries as Parent or its Representatives party may reasonably request, request (including Tax Returns filed and those in preparation and the workpapers of its auditors); provided, however, that either party may withhold any document or information (i) that is subject to the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege terms of the Company or any of its Subsidiaries, (B) violate any Contract a confidentiality agreement with a third party entered into prior to the date of this Agreement, Law Agreement or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to after the date of this Agreement; provided, Agreement in each case the ordinary course of business (A), (B) and (C), provided that the Company withholding party shall use its commercially reasonable efforts to cause obtain the required consent of such information third party to be provide such access or disclosure), (ii) to the extent such disclosure would contravene applicable Law (including any fiduciary duty) (provided that the withholding party shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in a manner violation of any Law (including any fiduciary duty)) or (iii) that would is subject to any attorney-client privilege (provided that the withholding party shall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigationa loss of attorney-client privilege). Notwithstanding Without limiting the generality of the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations each of the Company or its Subsidiaries. and Parent shall, within two (b2) All information obtained Business Days of a request by the parties pursuant other party therefor, provide to this Section 7.04 such other party the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act. All such information shall be kept held confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement between Parent and the Company dated as of March 31, 2014 (the “Confidentiality Agreement”), except that Parent, its Subsidiaries and any other terms which are applicable their respective Representatives shall be permitted to disclose such Representative)information to potential financing sources and to rating agencies during the syndication and marketing of the Debt Financing subject to customary confidentiality undertakings by such potential financing sources. The obligations and limitations included in this Section 5.5 shall not be deemed to limit or otherwise affect the Company’s obligations in Section 5.15(b) of this Agreement. (cb) No investigation pursuant to this Section 7.04 5.5 or information provided, made available or delivered to Parent or the Company pursuant to this Agreement shall affect any representationof the representations, warrantywarranties, covenant covenants, rights or agreement in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties heretohereunder.

Access to Information; Confidentiality. (a) Except From the date hereof until the earlier of the Closing Date and the termination of this Agreement, the Seller shall grant Purchaser and its representatives (at Purchaser’s sole cost and expense) reasonable access, during normal business hours and upon reasonable notice (and in the event of any facility visit request, at least 48 hours prior notice), to the personnel, facilities, book and records of the Seller Group related to the Business or the Transferred Assets, that are in the possession or under the control of the Seller Group; provided, however, that (i) all requests for access shall be directed to ▇▇▇ ▇▇▇▇▇▇▇ (email: ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇) or such other person(s) as the Seller may designate in writing from time to time (the “Seller Access Contact”), (ii) such activities do not unreasonably interfere with the ongoing business or operations of the Seller Group, (iii) the Seller shall have the right to have one or more of its representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 6.2(a), (iv) such access or related activities would not cause a violation of any agreement to which any member of the Seller Group is a party, (v) no Personal Information shall be disclosed or used other than in compliance with applicable privacy law and (vi) nothing herein shall require any member of the Seller Group or their representatives to furnish to Purchaser or provide Purchaser with access to information that (A) is subject to an attorney-client or an attorney work-product privilege, (B) legal counsel for the Seller Group reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise prohibited by may not be disclosed pursuant to applicable Law or (C) would cause significant competitive harm to the terms Seller Group if the Transactions are not consummated. Without limiting the generality of the foregoing, the Seller will make available to Purchaser true, correct and complete copies of each of the Assigned Contracts listed on Schedule 2.1(c), together with all amendments thereto. Seller will make the Business Software available to a third party consultant engaged by Purchaser and reasonably acceptable to Seller (such vendor, the “Software Consultant”) for inspection and analysis upon reasonable notice, including providing the Software Consultant with reasonable access to inspect and examine the source code (and, via “over the shoulder” access via Seller’s personnel, access to the relevant source code repositories) for the Business Software and related documentation, including any Contract Business Software specifications. Software Consultant’s access shall be provided solely during Seller’s regular business hours on Business Days and in a manner that does not unreasonably interfere with the operation of Seller’s businesses (including the Business). Seller shall not be required to which make Business Software available to the Company Software Consultant if Software Consultant does not execute a non-disclosure agreement with Seller that is reasonably acceptable to Seller and that prohibits Software Consultant from disclosing any source code of the Business Software to any third party including Purchaser or any of its Subsidiaries is subject (provided, Affiliates. To the extent that the Company shall Software Consultant identifies any material security weaknesses or vulnerabilities in the Business Software, Seller agrees to use its commercially reasonable best efforts to promptly obtain materially remediate any consent required under such contract or agreement material defects promptly. Seller shall provide Purchaser with a proposed plan for remediating any such material defects. (b) Notwithstanding anything to the contrary contained in order that it may comply with the terms of this Section 7.04(a))Agreement, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeClosing Date, the Company shallPurchaser shall not, and shall cause its Subsidiaries representatives not to, (i) provide have any contact or discussions concerning any member of the Seller Group, the Business or the Transaction with any Person known by Purchaser to Parent and Parent’s Representatives accessbe a lender, at reasonable times upon prior noticeborrower, creditor, guarantor, business partner, bank, landlord, tenant, supplier, customer, employee, manager, franchisee, distributer, noteholder, independent contractor or consultant to the officersBusiness or that has a material business relation with Seller with respect to the Business, employeesin each case, agents, properties, offices and other facilities without the prior written consent of the Company and its Subsidiaries and Seller Access Contact (which consent may be withheld in the Seller’s sole discretion and, if given, may be conditioned on the Seller Access Contact or his or her designee having the right to the books and records thereofparticipate in any meeting or discussion); (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company foregoing shall not be required to provide access to or disclose prohibit Purchaser and its Affiliates from discussing the foregoing with any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior Persons to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), extent that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent Purchaser and its Representatives in their investigation. Notwithstanding the foregoing, any Affiliates have an on-going material business relationship with such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Persons. (c) No investigation Any information provided to or obtained by Purchaser or its representatives, including pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition 6.2 is confidential information and subject to the obligations terms of, and the restrictions contained in, the Confidentiality Agreement. Effective upon (and only upon) the Closing, the Confidentiality Agreement shall automatically terminate and none of the parties heretothereto shall have any further Liability or obligation thereunder except with respect to any confidential information provided to or obtained by Purchaser or its representatives concerning the Seller Group, which information shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. If this Agreement is terminated prior to Closing for any reason, the duration of the confidentiality of the Confidentiality Agreement shall be deemed extended, without any further action by the parties, for a period of time equal to the period of time elapsed between the date such Confidentiality Agreement was initially signed and the date of termination of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, to the extent necessary to comply with Treasury Regulations Section 1.6011-4(b)(3), each of the parties hereto (and any employee, representative, or other agent of such party) may disclose to any Governmental Authority the U.S. federal tax treatment and tax structure of any transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained herein, nothing in this Section 6.2 shall limit the ability of the parties or any of their respective Affiliates to make any disclosure to their respective tax advisors or any taxing authority.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance pursuant to its terms, subject to compliance with its terms applicable Law and the Effective Timeterms of any existing Contracts, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (i) provide afford to Parent the Purchaser and Parent’s to its Representatives access, such access as the Purchaser may reasonably require at all reasonable times upon prior noticetimes, to the Company’s officers, employees, agents, properties, offices books, records and other facilities of Contracts (including Tax Returns and Tax work papers), and shall furnish the Company Purchaser with all data and its Subsidiaries and to information as the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives Purchaser may reasonably request, provided, however, provided that the Company shall not be required to provide access to or disclose any information if afford such access or disclosure furnish such information to the extent that the Company believes, in its reasonable good faith judgment, that doing so would (Ai) jeopardize any result in the loss of attorney-client privilegeclient, work product doctrine or other applicable privilege privilege, (ii) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any of its Subsidiariesthe Company’s Subsidiaries with respect to confidentiality to any third party, (B) or otherwise breach, contravene or violate any such effective Contract entered into prior to which the date Company or any Subsidiary of this Agreement, Law or Orderthe Company is a party, or (Ciii) give a third party breach, contravene or violate any applicable Law. Without limiting the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; providedforegoing, in each case of (A)during such period, (B) and (C), that the Company shall, and shall use cause its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; Subsidiaries and (iii) instruct its and their respective Representatives to reasonably cooperate with Parent to, afford the Purchaser and its Representatives such access to the Company Employees, the assets and property of the Company and its Subsidiaries and the data, information and records (including data, information and records relating to Company Employees and such monthly reports with respect to the operations of the Company and its Subsidiaries as the Purchaser may reasonably request) as is reasonably necessary in their investigation. Notwithstanding order for the foregoingPurchaser to observe the Company’s operations, to facilitate the closing of the Arrangement and the transition of the business of the Company and its Subsidiaries to the Purchaser; provided that any such investigation access shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to unreasonably interfere with the conduct of the Company’s business or operations any other businesses of the Company or Company. All such access shall be at the sole risk of the Purchaser and its SubsidiariesRepresentatives. (b) All The Purchaser and the Company acknowledge and agree that information obtained by the parties furnished pursuant to this Section 7.04 5.14 shall be kept confidential in accordance with subject to the terms and conditions of the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or the terms of and any Contract to which the Company or any of its Subsidiaries is subject (providedapplicable Judgment, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from between the date of this Agreement until and the earlier of the date on which Effective Time and the valid termination of this Agreement is terminated in accordance with its terms and the Effective Timepursuant to Section 7.01, upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, (ia) provide afford to Parent and Parent’s Representatives access, at reasonable times upon prior notice, access during normal business hours to the Company’s officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books books, Contracts and records thereof; and (iib) furnish promptly to Parent and Parent’s Representatives such information concerning the its business, properties, contractspersonnel, assets, liabilities, personnel liabilities and other aspects of the Company and its Subsidiaries properties as Parent or its Representatives may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, providedfurther, however, that the Company shall not be required obligated to provide access to or disclose any information if such access or disclosure information if the Company determines, in its reasonable judgment after consultation with Parent, that doing so would reasonably be expected to (Ai) jeopardize any violate applicable Law, (ii) waive the protection of an attorney-client privilege, attorney work product doctrine protection or other applicable privilege legal privilege, (iii) be adverse to the interests of the Company or any of its Subsidiaries, Subsidiaries in any pending or threatened Action against Parent or any of its Affiliates or (Biv) violate any Contract entered into prior involve documents or information relating to the date evaluation or negotiation of this Agreement, Law Agreement or Order, or (C) give a third party the right to terminate or accelerate Transactions. Without limiting the rights under a Contract entered into prior to the date of this Agreement; providedforegoing, in each case of (A), (B) and (C), 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 the basis for such withholding and shall use its commercially reasonable best efforts to cause make appropriate substitute arrangements under circumstances in which the ▇▇▇▇▇ described in the foregoing clauses (i) through (iv) would not apply or, to the extent such arrangements are not feasible, to provide, to the extent feasible, the applicable access or information to be provided in a manner way that would not result in the ▇▇▇▇▇ described in the foregoing clauses (i) through (iv); provided that the Company shall not be required to provide such jeopardy substitute arrangements or violation access or information to the extent the Company would incur third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives fees or expenses in their investigationconnection therewith. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All requests for information obtained by the parties made pursuant to this Section 7.04 5.07 shall be kept confidential in accordance with directed to the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound Person designated by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Company. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (providedUpon reasonable notice, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, (and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, afford to the officers, employees, agentsaccountants, financing sources, counsel and other Representatives of the Buyer Parties, reasonable access at normal business hours, during the period prior to the Effective Time, to all of their properties, offices books, Contracts, commitments, work papers, financial information and records. The Company shall (and shall cause its Subsidiaries to) furnish promptly to Buyer all information concerning their business, properties and personnel and such other financial and operating data and other facilities information as Buyer may reasonably request, and shall make available to Buyer the appropriate individuals (including attorneys, accountants and other professionals or Representatives) for discussion of the business, properties and personnel of the Company and its the Subsidiaries and of the Company as Buyer may reasonably request. The Company shall, with respect to fiscal months ending after the date of this Agreement, furnish to Buyer promptly, such financial information as is customarily provided to the books Company’s management for each fiscal month then ended. Buyer shall use reasonable best efforts to schedule and records thereofcoordinate with the Company (i) all inspections, onsite procedures or investigations (including any onsite environmental investigations or studies); (ii) furnish promptly to Parent such information concerning the businesscontacts or discussions with any employees, properties, contracts, assets, liabilities, personnel and other aspects agents or Representatives of the Company or any Subsidiary of the Company (other than senior officers of the Company); and its Subsidiaries as Parent (iii) contacts or discussions with any landlords/sublandlords, customers, suppliers or licensees or franchisees of the Company or any Subsidiary of the Company, and shall give the Company prior notice thereof, setting forth such inspection, contact or discussion that Buyer or its Representatives may reasonably requestintend to conduct. Except for inspections of information or other due diligence documents, provided, however, that the Company shall not be entitled to have Representatives present at all times during any such inspection, contact or discussion. Notwithstanding the foregoing, neither the Company nor any Subsidiary of the Company shall be required to provide access to any information, property or disclose any information personnel if (w) the Company believes in good faith that such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege is prohibited by the terms of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreementhereof, Law or Order, or (Cx) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; providedsuch access would, in each the Company’s good faith opinion after consultation with legal counsel, result in a loss of the Company’s attorney-client, work product or similar legal privilege (it being understood that in the case of clause (A), (Bw) and (Cx), that the Company parties shall each use its commercially reasonable best efforts to cause the maximum amount of such information to be provided in a manner that would does not result in such jeopardy violation), (y) any Applicable Law requires the Company to restrict or violation or third party right; and (iii) instruct its Representatives prohibit access to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in information, properties or personnel, or (z) such a manner as not to access would unreasonably interfere with disrupt the business or businesses and operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms Subsidiary of the Confidentiality Agreement (and any other terms Company. The relevant parties will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which are applicable the restrictions of the preceding sentence applies. Notwithstanding anything to such Representative). (c) No the contrary contained in this Agreement, no investigation pursuant to this Section 7.04 6.3 or otherwise shall affect any representationthe representations, warrantywarranties, covenant covenants or agreement in this Agreement of any party hereto agreements set forth herein or any condition to the obligations of the parties heretohereto or any remedies available to the parties hereunder. (b) The Buyer Parties shall keep all information obtained pursuant to this Section 6.3 confidential in accordance with the terms of the non-disclosure agreement, entered into on September 5, 2006 (the “Confidentiality Agreement”) between ▇▇▇▇▇ & Company and the Company.

Access to Information; Confidentiality. (a1) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms Section 7.1(1), subject to Law and the Effective Timeterms of any existing Contracts, in each case solely for the purpose of furthering the consummation of the transactions contemplated by this Agreement (and integration activities related thereto), the Company shall, and shall cause its Subsidiaries and their respective officers, directors, Company Employees, contractors of the Company to, : (ia) provide give to Parent the Purchaser and Parent’s its Representatives access, at reasonable times access upon prior notice, notice to the officers, employees, agentsoffices, properties, offices books and other facilities records of the Company and its Subsidiaries during normal business hours; and (b) furnish to the books Purchaser and records thereof; (ii) furnish promptly to Parent its Representatives such information concerning the business, properties, contracts, assets, liabilities, personnel financial and operating data and other aspects information as such Persons may reasonably request (including continuing access to the Data Room), in each case, so long as such actions do not unduly interfere with the ordinary course conduct of the business of the Company and its Subsidiaries as Parent or result in the disclosure of any trade secrets. None of the Purchaser or any of its Representatives may reasonably requestwill contact any employee, providedcustomer, however, that the Company shall not be required to provide access to supplier or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege joint venture partner of the Company or any of its SubsidiariesSubsidiaries except after receiving the prior consent of the Company, (B) violate any Contract entered into prior such consent not to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing and subject to the date terms of any existing Contracts: (i) the Purchaser and their representatives shall, upon reasonable prior notice, have the right to conduct site visits at the Company’s Mine Properties; and (ii) the Company shall, upon the Purchaser’s reasonable request, facilitate discussions between the Purchaser and any third party from whom consent is required, in each case, so long as such actions do not unduly interfere with the ordinary course conduct of the business of the Company or result in the disclosure of any trade secrets. (2) Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (3) For greater certainty, the Purchaser and its Representatives shall treat all information furnished to the Purchaser or any of its Representatives in connection with the Transactions or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality Agreement. Without limiting the generality 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. The disclosure of information by the Purchaser in accordance with Section 4.12(3) in connection with the Debt Financing shall not require the prior written approval of the Company pursuant to the Confidentiality Agreement. (4) Notwithstanding any provision of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts not be obligated to cause such provide access to, or to disclose, any information to be provided in a manner the Purchaser, the Debt Financing Sources or their respective Representatives if the Company reasonably determines that such access or disclosure would not result in such jeopardy violate any Material Contract or violation jeopardize any solicitor-client or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations similar privilege of the Company or its Subsidiaries. (b) All Subsidiaries provided that, to the extent any information obtained is withheld due to a potential waiver of such privilege, the Company shall notify the Purchaser of the nature of the information which is being withheld and the basis for privilege and shall use all commercially reasonable efforts to find a way to allow disclosure of such information, including entering into common interest privilege agreements or other arrangements, as appropriate. Subject to Section 4.12(3), for the avoidance of doubt, neither the foregoing nor any other provision of this Agreement shall be deemed to limit any customary or required disclosures made by the parties pursuant Purchaser, its affiliates (as applicable) or any of their Representatives to this Section 7.04 shall the Debt Financing Sources as part of customary due diligence investigation for the offering of debt securities, or prohibit the disclosure of such information in an offering memorandum, lender presentation, confidential information memorandum or other marketing material, so that such material do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such statements in light of the circumstances they were made, not misleading. In the event that any material non-public information with respect to the Company or the Company Assets would be kept confidential disclosed in accordance with the Confidentiality Agreement. Parent preceding sentence, the Purchaser shall be responsible for provide the Company with a copy of such disclosure prior to its use in such materials, and give reasonable consideration to any unauthorized disclosure comments of any such information provided the Company. (5) Nothing contained in this Agreement shall give the Purchaser, the Debt Financing Sources or made available pursuant to this Section 7.04 by its their respective Representatives, except for any such Representative who is not one of Parent’s directly or its Affiliates’ directorsindirectly, members, partners, officers rights to conduct or employees and who has agreed cause to be bound by conducted any environmental investigation of the current or former operations or facilities of the Company or any of its Subsidiaries without the prior written consent of the Company in its sole discretion. (6) Notwithstanding any provision of this Agreement but subject to the confidentiality and use terms provisions (but not the “anti-clubbing” provisions) of the Confidentiality Agreement (Agreement, after obtaining approval of the Arrangement Resolution, Washington Corporation shall be permitted to speak to any Person, and any other terms which are applicable Person shall be permitted to speak to Washington Corporation, regarding a possible investment directly or indirectly in the Purchaser so long as such Representative). (c) No investigation pursuant investment occurs after the Effective Time; provided, that such activities would not be reasonably expected to this Section 7.04 shall affect any representationprevent, warranty, covenant materially delay or agreement in otherwise impede the consummation of the transactions contemplated by this Agreement or the obtaining of any party hereto or any condition to the obligations of the parties heretoRegulatory Approvals.

Access to Information; Confidentiality. (a1) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which this Agreement is terminated in accordance with its terms Effective Time and the Effective Timetermination of this Agreement, subject to Law and the terms of any existing Contracts, the Company shall, and shall cause its Subsidiaries to, : (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, give to the officers, employees, agents, properties, offices Purchaser and other facilities its Representatives reasonable access to the Books and Records and Material Contracts of the Company and its Subsidiaries and subject to Section 4.6(3), its personnel, during normal business hours and in such manner as not to interfere unreasonably with the books and records thereof; (ii) furnish promptly to Parent such information concerning conduct of the business, properties, contracts, assets, liabilities, personnel and other aspects business of the Company and its Subsidiaries Subsidiaries; and (ii) furnish to the Purchaser and its representatives such financial and operating data and other information as Parent or its Representatives such Persons may reasonably request. (2) Neither the Purchaser nor any of its representatives will contact any Company Employees, providedor any contractual counterparts of the Company or its Subsidiaries (in their capacity as such), howeverexcept after consultation with and the approval of the Chief Executive Officer of the Company and a director of the Company, that which shall not be unreasonably withheld. (3) Notwithstanding any provision of this Agreement, the Company shall not be required obligated to provide access to, or to or disclose disclose, any information to the Purchaser if the Company reasonably determines that such access or disclosure would (A) jeopardize any attorney-attorney client privilege, work product doctrine or other applicable privilege of claim by the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b4) All information obtained Investigations made by or on behalf of the Purchaser, whether under this Section 4.6(1) or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the parties 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 pursuant to the terms of this Section 7.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to Agreement. Without limiting the obligations generality of the parties heretoforegoing, 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 otherwise prohibited by applicable Law or the terms of any Contract to which the The Company or any shall, and shall cause each of its Subsidiaries is subject (providedto, that afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the Company shall use its reasonable best efforts period prior to promptly obtain any consent required under such contract the Effective Time or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date termination of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and the Effective Timeemployees, 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 and shall use its commercially reasonable efforts to afford access to Parent and its representatives to the work papers of Deloitte & Touche LLP; provided, that the foregoing shall not require the Company (i) provide to Parent and Parent’s Representatives accesspermit any inspection, at or to disclose any information, that in the reasonable times upon prior noticejudgment of the Company, to would result in the officers, employees, agents, properties, offices and other facilities disclosure of any trade secrets of the Company and its Subsidiaries and or violate any of its obligations with respect to the books and records thereof; confidentiality or (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any privileged information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior . All requests for information made pursuant to this Section 5.02 shall be directed to the date executive officer or other Person designated by the Company. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, Law or Order, the obligations of the parties (or (Cremedies with respect thereto) give a third party or the right to terminate or accelerate the rights under a Contract entered into prior conditions to the date obligations of this the parties under the Agreement; provided. Parent will hold, in each case of (A)and will direct its officers, (B) employees, investment bankers, attorneys, accountants and (C)other advisors and representatives to hold, that any and all information received from the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. . (b) Subject to applicable law, the Company and Parent shall, and shall be responsible for any unauthorized disclosure cause each of any such information provided or made available pursuant their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Section 7.04 by its RepresentativesAgreement in order to minimize the disruption to, except for any such Representative who is not one of Parent’s or its Affiliates’ directorsand preserve the value of, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms business of the Confidentiality Agreement (Surviving Corporation and any other terms which are applicable to such Representative)its Subsidiaries. (c) No With respect to any inquiry or investigation pursuant by a Governmental Entity into actions or practices of the Company, the Company shall, to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement the extent permitted by applicable Law and without the waiver of any party hereto privilege, (A) meet from time to time with the designated representative of the Parent (“Representative”) to provide briefings on the findings of and any significant facts developed in connection with, and any strategy related to, any internal investigations or inquiries being conducted by the Company or its counsel related to the inquiry or investigation of the Governmental Entity; (B) promptly provide the Representative each written communication and a summary of each other substantive communication, excluding any document production, transmitted by or on behalf of the Company or its counsel to the Governmental Entity or transmitted to the Company from the Government Entity; (C) provide a reasonable opportunity for the Representative to attend any in-person meeting with the Governmental Entity relating to the inquiry or investigation by the Governmental Entity and, prior to attending such in-person meeting, to discuss the content and strategy related to such meeting, subject in each case to the approval of the Governmental Entity; and (D) act in good faith to limit the amount of fines, penalties or any condition non-monetary obligations imposed by the Governmental Entity with respect to the obligations of inquiry or investigation by the parties heretoGovernmental Entity in a manner consistent with prior discussions between Company and the Representative.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Time or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provideddate, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a))if any, from the date of this Agreement until the earlier of the date on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and notwithstanding anything to the contrary in accordance with its terms and the Effective TimeConfidentiality Agreement, the Company shall, and shall cause its Subsidiaries to, (i) will provide to Parent and Parent’s Representatives accessits officers, at reasonable times upon prior notice, to the officersdirectors, employees, agentsaccountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours to the Company’s employees, properties, offices books, contracts and records and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to information as Parent such information concerning may reasonably request regarding the business, properties, contracts, assets, liabilities, personnel employees and other aspects of the Company and its Subsidiaries as Parent (but not including access to perform physical or its Representatives may reasonably requestenvironmental examinations or to take samples of the soil, ground water, air or products); provided, however, that the Company shall not be required to provide access to or disclose any information if or documents which would, in the reasonable judgment of the Company, (i) breach any agreement with any third party, so long as the Company shall have used commercially reasonable efforts to obtain the consent of such access or disclosure would third party to such access, (Aii) jeopardize any constitute a waiver of the attorney-client privilege, work product doctrine or other privilege held by the Company, (iii) cause a loss of trade secret protection or (iv) otherwise violate any applicable privilege Laws. Any investigation conducted pursuant to the access contemplated by this Section 6.3 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its subsidiaries or result in damage or destruction of any property or assets of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior subsidiaries. Any access to the date of this Agreement, Law or Order, or (C) give a third party Company’s properties shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesperform invasive testing. (b) All The information obtained by the parties provided pursuant to this Section 7.04 6.3 shall be kept confidential in accordance with used solely for the purpose of the Merger and the transactions contemplated hereby. The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant , subject to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative6.4(a). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its Upon reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Timeadvance notice, the Company shall, and Seller shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries to give the Purchaser, its counsel, financial advisors, financing sources, auditors and other authorized representatives (collectively, "Representatives") reasonable access during normal business hours to the offices, properties, personnel, books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company. (b) Subject to the confidentiality restrictions contained in Section 5.02(c), the Seller shall cause the Company and its Subsidiaries as Parent or its Representatives may reasonably requestto permit two (2) representatives of the Purchaser (the "Purchaser Observers") to attend Operational Meetings in an observer capacity, provided, however, that the Company or the Seller shall not be required have the right to exclude the Purchaser Observers from portions of such meetings or to omit to provide access to or disclose any the Purchaser Observers with certain information if the Company or the Seller believes in good faith, based on the advice of its respective counsel, that such access exclusion or disclosure would omission is necessary in order to (Aa) jeopardize any preserve attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (Cb) give a fulfill the Company's or the Seller's obligations with respect to confidential or proprietary information of third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; parties (provided, in each case of (A), (B) and (C)however, that the Company Purchaser Observers shall not be so excluded unless all other persons whose presence at a meeting would result in a violation of such third party confidentiality obligations are also excluded), provided that the parties shall use its commercially reasonable efforts to cause provide alternative disclosure regarding such excluded or omitted information to be provided the Purchaser in a manner that would does not result in require such jeopardy exclusion or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)omission. (c) No investigation pursuant Prior to the Closing, the Purchaser agrees to, and shall cause its agents, Representatives, Affiliates, employees, officers and directors ("Purchaser Parties") to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential and proprietary information of the Company and its Subsidiaries, (ii) in the event that the Purchaser or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Seller with prompt written notice of such requirement so that the Seller, the Company or its Subsidiaries may seek a protective order or other remedy or waive compliance with this Section 7.04 5.02(c), (iii) in the event that such protective order or other remedy is not obtained, or the Seller and the Parent waive compliance with this Section 5.02(c), furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, which shall affect not be a breach of this Section 5.02(c), and (iv) promptly following any representationtermination hereof prior to the Closing Date furnish to the Company or the Seller any and all copies (in whatever form or medium) of all such confidential information then in the possession of the Purchaser Parties and destroy any and all additional copies then in the possession of the Purchaser Parties of such information and of any analyses, warrantycompilations, covenant studies or agreement other documents prepared, in whole or in part, on the basis thereof; provided, however, that this sentence shall not apply to any information that, at the time of disclosure, (x) is available publicly other than as a result of a breach of this Agreement by any Purchaser Party, or (y) is developed independently by or on behalf of the Purchaser or any such other Person separate and apart from such information. (d) Notwithstanding anything in this Agreement of any party hereto or any condition to the obligations contrary, Parent and the Seller shall have no obligation to disclose any of the parties heretoconfidential or proprietary information of Parent or its Affiliates that is not related to the Business.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeLaw, the Company shall, and shall cause its each of the Company Subsidiaries to, (i) provide afford to Parent and Parent’s to the Representatives of Parent reasonable access, at upon reasonable times upon prior advance notice, during the period from the date of this Agreement through the Effective Time, to the all their respective properties, books, contracts, commitments, records, officers, employees, agentsaccountants, propertiesand agents and, offices during such period, the Company shall, and other facilities shall cause each of the Company and its Subsidiaries and to the books and records thereof; (ii) to, furnish reasonably promptly to Parent (a) to the extent not publicly available, 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 or commission actions and (b) all other information concerning the its business, propertiesproperties and personnel as Parent may reasonably request (in each case, contracts, assets, liabilities, personnel and other aspects in a manner so as to not interfere in any material respect with the normal business operations of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, any Company Subsidiary); provided, however, that the Company shall not be required to provide access to or disclose any information if 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 (Ai) jeopardize violate the terms of any attorney-client privilege, work product doctrine confidentiality agreement or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give with a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), provided that the Company shall use its commercially reasonable efforts to cause obtain the required Consent of such information third party to be 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 (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigationviolation). Notwithstanding anything contained in this Agreement to the foregoingcontrary, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company shall not be required to provide any access or its Subsidiaries. (b) All information obtained by the parties make any disclosure to Parent pursuant to this Section 7.04 shall be kept confidential in accordance with 6.02 to the Confidentiality Agreementextent 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. Parent shall be responsible for any unauthorized disclosure of any such All information provided or made available exchanged pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed 6.02 shall be subject to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Agreement. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date hereof to the time of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeClosing, the Company and the Shareholders shall, and shall cause its Subsidiaries their representatives to, (i) provide to Parent afford Buyer and Parent’s Representatives access, its representatives complete access at all reasonable times upon prior notice, to the officersShareholders, employees, agents, properties, offices offices, plants and other facilities facilities, books and records of the Company and its Subsidiaries shall furnish Buyer with all financial, operating and other data and information as Buyer may reasonably request and as such access is necessary to the books and records thereof; (ii) furnish promptly to Parent such information concerning consummation of the businesstransactions contemplated hereby. From the date hereof until the time of Closing, properties, contracts, assets, liabilities, personnel and other aspects the Company shall provide Buyer with financial statements of the Company and its Subsidiaries as Parent or its Representatives may reasonably requestthey become available internally at the Company, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege all of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation which financial statements shall be conducted prepared in such a manner as not to unreasonably interfere conformity with GAAP and shall fairly present the business or financial position and results of operations of the Company or its Subsidiaries. (b) as of the dates and for the periods specified. All information obtained by the parties either party pursuant to this Section 7.04 5.2 shall be kept confidential in accordance with the Confidentiality following terms: (a) Except as and to the extent required by law, neither Buyer nor the Company shall disclose or use, and it shall cause its representatives not to disclose or use, any Confidential Information (as defined below) with respect to Buyer or the Company furnished, or to be furnished, by Buyer or the Company or their respective representatives in connection herewith, at any time or in any manner other than in connection with its evaluation or consummation of the transaction proposed in this Agreement. Parent shall be responsible for For purposes of this Agreement, "Confidential Information" means any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s about Buyer or its Affiliates’ directorssubsidiaries or the Company supplied to the other and stamped "confidential" or identified as such to Buyer or the Company by the other; provided that Confidential Information does not include information which the party to which it is provided can demonstrate (i) is generally available to or known by the public, membersother than as a result of improper disclosure by the party to which the information was provided; or (ii) is obtained by the party to which the information was provided from a source other than Buyer or the Company, partnersrespectively, officers or employees and who has agreed to be provided that such source was not bound by a duty of confidentiality to Buyer or the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable Company, or another party with respect to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in information. If this Agreement is terminated prior to Closing, each party shall promptly return to each other party any Confidential Information of any another party hereto or any condition to the obligations of the parties heretoin its possession.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law and any applicable COVID-19 Measures, from the date hereof to the Effective Time or the terms earlier valid termination of any Contract to which this Agreement, upon reasonable prior written notice from Parent, the Company or any of its Subsidiaries is subject (providedshall, that the Company and shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries subsidiaries, officers, directors, employees and representatives to, (i) provide to afford Parent and Parent’s its Representatives reasonable access, at reasonable times upon prior noticeconsistent with applicable Law, during normal business hours to the Company’s and its subsidiaries’ officers, employees, agentsbooks and records, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly Company Real Property, as reasonably necessary to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects facilitate consummation of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, Transactions; provided, howeverthat such access may be limited to the extent the Company or any of its subsidiaries reasonably determines, in light of applicable COVID-19 or COVID-19 Measures, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) reasonably be expected to jeopardize the health and safety of any attorney-client privilege, work product doctrine or other applicable privilege employee of the Company or any of its Subsidiariessubsidiaries, it being understood that the Company shall use its commercially reasonable efforts to provide, or cause its subsidiaries to provide, such access in a manner that would not reasonably be expected to jeopardize the health and safety of the employees of the Company and its subsidiaries. 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 such officers, employees and other authorized Representatives of their normal duties and shall not include any sampling or testing of environmental media or building materials or any other environmental sampling or testing. (b) The foregoing provisions of Section 6.6(a) shall not require and shall not be construed to require the Company to permit any access to any of its officers, employees, agents, Contracts, books or records, or its properties, offices or other facilities, or to permit any inspection, review, sampling or audit, or to disclose or otherwise make available any information that in the reasonable judgment of the Company would (i) unreasonably interfere with the Company’s or its subsidiaries’ business operations, (Bii) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information reflecting the Company’s or its advisor’s analysis of the valuation of the Company or any of its subsidiaries or violate the terms of any Contract confidentiality provisions in any agreement with a third party entered into prior to the date of this Agreement, Law or Order(iii) result in a violation of applicable Law, (iv) waive the protection of any attorney-client privilege or (Cv) give a third party result in the right disclosure of any personal information that would reasonably be expected to terminate or accelerate expose the rights under a Contract entered into prior Company to the date risk of this Agreement; provided, in each case of (A), (B) and (C), liability under applicable Laws. In the event that the Company objects to any request submitted pursuant to and in accordance with Section 6.6(a) and withholds information on the basis of the foregoing clauses (ii) through (v), the Company shall inform Parent as to the general nature of what is being withheld and shall use its commercially reasonable efforts to cause such information make appropriate substitute arrangements to be provided in permit reasonable disclosure that does not suffer from any of the foregoing impediments (including, if reasonably requested by Parent, entering into a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate joint defense agreement with Parent on customary and its Representatives in their investigation. Notwithstanding the foregoing, mutually acceptable terms if requested with respect to any such investigation information). The Company may reasonably designate competitively sensitive material provided to Parent as “Outside Counsel Only Material” or with similar restrictions, which materials and the information contained therein shall be conducted in such a manner given only to the outside legal counsel of Parent or otherwise as not the restriction indicates, and be subject to unreasonably interfere with any additional confidentiality or joint defense agreement between the business or operations of the Company or its Subsidiaries. (b) Parties. All requests for information obtained by the parties made pursuant to this Section 7.04 6.6 shall be kept confidential directed to the Person designated by the Company and all information exchanged or made available shall be governed by the terms of the Confidentiality Agreement. (c) Parent shall comply with the terms and conditions of the Confidentiality Agreement, dated July 22, 2021, between the Company and Highgate Holdings, Inc. (as it may be amended from time to time, the “Confidentiality Agreement”), and will hold and treat, and will cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, treat and use, in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent in connection with the Transactions in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the which Confidentiality Agreement (shall remain in full force and any other terms which are applicable to such Representative)effect in accordance with its terms. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or and the terms of any Contract to which Confidentiality Agreements, the Company or any shall, and shall cause each of its Subsidiaries is subject (provided, that the Company shall use Subsidiaries to, afford to Parent and its Representatives reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)access (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance notice, during the period from the date of this Agreement until the earlier of the date on which Effective Time or termination of this Agreement is terminated in accordance with its terms Section 8.01, to the properties, books, records, Contracts, commitments, officers, employees and other personnel of the Company and the Effective TimeCompany Subsidiaries, and during such period, the Company shall, and shall cause its respective Subsidiaries to, make available promptly to Parent (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officersextent not publicly available, employees, agents, properties, offices and other facilities a copy of the Company and its Subsidiaries and each material Filing made by it during such period pursuant to the books requirements of securities Laws or filed with or sent to the SEC, the MPUC, the PSCW or any other Governmental Entity and records thereof; (ii) furnish promptly to Parent such all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, ; provided, however, that the Company that, in each case, such access and furnishing of information shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege unreasonably disrupt the operations of the Company or any of its Subsidiaries; provided, further, that (Bx) violate the Company may withhold from Parent or its Representatives any Contract entered into prior document or information that the Company reasonably believes is subject to the date terms of this Agreement, Law or Order, or (C) give a confidentiality agreement with a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), provided that the Company shall use its commercially reasonable efforts to cause obtain the required consent of such third party to disclose such document or information) or subject to any attorney–client privilege (provided that the Company shall use its commercially reasonable efforts to allow the disclosure of such document or information to be provided (or as much of it as possible) in a manner that would does not result in such jeopardy a loss of attorney-client privilege) or violation is commercially sensitive or third party right; is considered a trade secret (in each case, as determined in the Company’s reasonable discretion) and (iiiy) instruct neither Parent nor its Representatives shall have the right to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding collect any air, soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of the foregoingproperties owned, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business leased or operations of operated by the Company or its SubsidiariesSubsidiaries without the Company’s prior written consent. Except for incidents caused by the Company’s or its Affiliate’s or Representative’s willful misconduct or gross negligence, Parent shall indemnify the Company and its Affiliates and Representatives from, and hold the Company and its Affiliates and Representatives harmless against, any and all Claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs, expenses, including attorneys’ fees and disbursements, and the cost of enforcing this indemnity arising out of or resulting from any access provided pursuant to this Section 6.02(a). (b) All documents and information obtained by the parties exchanged pursuant to this Section 7.04 6.02 shall be kept confidential subject to the terms of (i) that certain Confidentiality Agreement, dated as of July 11, 2023, by and between the Company and GIP (the “GIP Confidentiality Agreement”) and (ii) that certain Confidentiality Agreement, dated as of July 19, 2023, by and between the Company and Canada Pension Plan Investment Board (the “CPPIB Confidentiality Agreement” and, together with the GIP Confidentiality Agreement, the “Confidentiality Agreements”). If this Agreement is terminated pursuant to Section 8.01, the Confidentiality Agreements shall remain in effect in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)their respective terms. (c) No investigation Notwithstanding the foregoing, nothing in this Section 6.02 or the Confidentiality Agreements shall limit any customary disclosures made by Parent or its Affiliates to the Debt Financing Parties and Parent’s or its existing or prospective direct and indirect general or limited partners, equityholders, members, managers, investors, and its and their respective underwriters, initial purchasers, solicitation agents, existing and potential lenders (and related agents) or otherwise in connection with efforts or activities by ▇▇▇▇▇▇, Sponsors or the Debt Financing Parties or their respective Affiliates to obtain the Financing or as otherwise permitted pursuant to this Section 7.04 shall affect 6.07; provided, however, that prior to any representationsuch disclosure the recipients, warrantyother than any recipient that is subject to customary confidentiality restrictions, covenant or agreement in this Agreement of any party hereto or any condition such information and other information contemplated to be provided by the Company pursuant to Section 5.05 agree to customary confidentiality arrangements reasonably satisfactory to the obligations of Company (which shall include “click through” or other affirmative actions by the parties heretointended recipient agreeing to be bound thereby).

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier of the date on which termination of this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to and shall cause each of their respective directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, the “Company Representatives”) to, : (i) provide to Parent, Merger Sub and Guarantor and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent and Parent’s Representatives Representatives”) reasonable access, at reasonable times times, upon reasonable prior noticenotice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries the Company Subsidiaries, and to the books and records thereofthereof (including Tax Returns, but excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws), and, with the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company and the Company Subsidiaries; (ii) furnish as promptly to Parent as reasonably practicable such information concerning the business, properties, contractsContracts, assets, liabilitiesLiabilities, personnel Personnel and other aspects of the Company and its the Company Subsidiaries as Parent or its the Parent Representatives may reasonably request, ; (iii) reasonably cooperate with Parent and the Parent Representatives in connection with the arrangement of any financing to be consummated in order to fund the payment of the aggregate Merger Consideration and Parent’s other obligations under this Agreement; provided, however, that with respect to clause (iii), (w) any information regarding the Company or any of the Company Subsidiaries contained in any materials, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents in connection with the arrangement of any such financing shall be subject to the prior review of the Company, (x) none of the Company, any Company Subsidiary or any Company Representative shall be required to incur any Liability with respect to the arrangement or, or incurrence of any Indebtedness with respect to, such financing prior to the Effective Time or require the Company or any Company Subsidiary to enter into or approve any financing or purchase agreement for such financing prior to the Effective Time, (y) securing any such financing or any portion thereof, on terms and conditions satisfactory to Parent or Merger Sub or otherwise, shall not constitute a modification of the representations and warranties made in Section 4.06 or a condition of Parent’s or Merger Sub’s obligation to consummate the Merger or perform any of their other respective obligations hereunder and (z) such cooperation shall not unreasonably interfere with the ongoing business or operations of the Company and the Company Subsidiaries and (iv) perform, and to reasonably cooperate with Parent in performing, a review and scan of the Company’s and the Company Subsidiaries’ Software. None of the Company, any Company Subsidiary or any Company Representative shall be required to provide access to or to disclose any information if where such access or disclosure would (A) jeopardize contravene any attorney-client privilegeapplicable Law, work product doctrine or other applicable privilege Contract of the Company or any of its SubsidiariesCompany Subsidiary, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give would reasonably be expected to violate or result in a third party the right to terminate loss or accelerate the rights under a Contract entered into prior to the date impairment of this Agreement; any attorney-client or work product privilege, provided, however, that in each case of (A), (B) and (C), the event that the Company does not provide access or information in reliance on this sentence, the Company shall promptly notify Parent and use its commercially reasonable best efforts to, as promptly as practicable, as the case may be and except as otherwise provided in Section 5.02(a) of the Company Disclosure Schedule, (x) obtain any necessary clearance or consent in order to cause permit such access or disclosure and (y) provide such access or communicate such information to be provided Parent (including through the Parent Representatives) in a manner way, to the extent reasonably practicable, that would not result in violate the applicable Law or Contract or waive any such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigationa privilege. Notwithstanding In furtherance of the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business no information identifying individual employees or operations consultants of the Company or its Subsidiariesany Company Subsidiary or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the Data Privacy Directive of the European Union or similar legislation, except to the extent permitted by a contractual undertaking entered into by Company, Parent and Merger Sub regarding the maintenance of privacy of such data in a form reasonably necessary to effect compliance with such legislation. No investigation conducted pursuant to this Section 5.02(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. (b) All information obtained Except as expressly prohibited by applicable Law, within 10 Business Days prior to the parties pursuant anticipated Effective Time, solely to this the extent the directors and executive officers of the Company and the material Company Subsidiaries differ from those listed in Section 7.04 3.01(d) of the Company Disclosure Schedules, the Company shall be kept confidential in accordance provide Parent with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure a true and complete list of any such information provided or made available pursuant changes to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, the directors and executive officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (Company and any other terms which are applicable to each material Company Subsidiary, as of such Representative)date. (c) No investigation With respect to the information disclosed pursuant to this Section 7.04 5.02, Parent and Merger Sub shall affect comply with, and shall cause the Parent Representatives to comply with, all of its obligations under the Mutual Non-Disclosure Agreement, dated as of April 22, 2012, by and between the Company and Guarantor (the “Confidentiality Agreement”); provided that Parent and Guarantor shall be entitled to share any representation, warranty, covenant or agreement Evaluation Material (as defined in this Agreement of any party hereto or any condition to the obligations Confidentiality Agreement) and otherwise discuss consideration of the parties heretoTransactions with potential financing sources and the Confidentiality Agreement shall be deemed amended to include such financing sources within the meaning of Representatives (as such term is defined in the Confidentiality Agreement) of Parent.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (providedUpon reasonable notice, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, (and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, afford to the officers, employees, agentsaccountants, counsel and other Representatives of Buyer, reasonable access at normal business hours, during the period prior to the Effective Time, to all its properties, offices books, contracts, commitments and other facilities of the records. The Company shall (and shall cause its Subsidiaries and to the books and records thereof; (iito) furnish promptly to Parent such Buyer all information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives Buyer may reasonably request, providedand shall make available to Buyer the appropriate individuals (including attorneys, howeveraccountants and other professionals) for discussion of its business, that properties and personnel as Buyer may reasonably request. Buyer shall keep such information confidential in accordance with the terms of the letter agreement, entered into on September 8, 2004 (the “Confidentiality Agreement”) between Buyer and the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information, property or disclose any information personnel if (X) the Company believes in good faith that such access is subject to any confidentiality obligations or disclosure would (A) be reasonably likely to jeopardize any the Company’s attorney-client privilegeclient, work product doctrine or other applicable privilege similar legal privilege; (Y) any Applicable Law requires the Company to restrict or prohibit access to any such information, properties or personnel; or (Z) such access would unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this AgreementCompany; provided, in each case of (A), (B) and (C), provided that the Company shall will use its commercially reasonable best efforts to cause such make appropriate substitute access to information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding arrangements under circumstances where the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesforegoing restrictions apply. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this receipt of information or access to property or personnel in accordance with Section 7.04 6.3(a) above shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretohereto or any condition to the Merger.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from Between the date of this Agreement until and the earlier Closing Date, HDL, on the one hand, and KCEC, on the other hand, shall give to the other(s) and their respective lenders, officers, directors, financial advisors, counsel and other agents access to all offices of HDL or KCEC, as the date on which case may be, and to all of its respective books and records, permit them to make such inspections as they may require and shall cause HDL's or KCEC's respective officers, directors and employees to furnish the other(s) and their prospective lenders, officers, directors, financial advisors, counsel and other agents with such financial and operating data and other information with respect to the business and properties of HDL and KCEC or their prospective lenders, officers, directors, financial advisors, counsel and other agents may from time to time reasonably request, and as may be necessary to establish the performance by the parties hereto of their covenants under this Agreement is terminated in accordance with its terms and the Effective Timeaccuracy of their representations and warranties herein, and in connection with the Company shallpreparation of any filing or submission to any governmental entity or regulatory body. (b) HDL, on the one hand, and KCEC, on the other hand, shall hold, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause their respective officers, directors, partners, prospective lenders, financial advisors, counsel and other agents to hold, in strict confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of their counsel, by other requirements of law, all documents and information concerning HDL or KCEC, as the case may be, furnished to the other in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no fault of HDL or any of their respective Affiliates on the one hand, or KCEC or any of their Affiliates, on the other hand; or (ii) later lawfully acquired without the breach of any other agreement by a party hereto or their respective officers, directors, partners, financial advisors, counsel and other agents from other sources) and will not release or disclose such information to be provided any other Person, except its officers, directors, prospective lenders, financial advisors, counsel and other agents in a manner that would connection with this Agreement. If the transactions contemplated by this Agreement are not result in consummated, such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation confidence shall be conducted in such a manner maintained as not to unreasonably interfere with hereinbefore provided, and, if requested by any party hereto case may be, the business or operations of the Company or other(s) will, and will cause its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representativesofficers, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees prospective lenders, financial advisors, counsel and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representationagents to, warranty, covenant or agreement in this Agreement of any party hereto or any condition return to the obligations requesting party all copies of written information furnished by or on its behalf to the parties heretoother(s) or their respective officers, directors, prospective lenders, financial advisors, counsel and other agents.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until to the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms and the Effective TimeArticle 7, the Company shall, and shall cause each of its Subsidiaries to, : (i) use commercially reasonable efforts to provide to Parent and Parent’s Merger Sub and their respective Representatives accessreasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, at reasonable times upon prior noticenotice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof; thereof and (ii) use commercially reasonable efforts to furnish promptly to Parent during normal business hours upon prior notice such information concerning the business, properties, contractsContracts, assets, liabilities, personnel assets and other aspects liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request, ; provided, however, that the Company shall not be required to provide access (or to or disclose cause any information if of its Subsidiaries to) afford such access or disclosure would furnish such information to the extent that the Company believes that doing so would: (A) jeopardize any result in the loss of attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that but the Company shall use its commercially reasonable efforts to cause allow for such information to be provided access or disclosure in a manner that would does not result in a loss of attorney-client privilege, including, entering into appropriate and reasonable common interest or similar agreements), (B) result in the disclosure of any trade secrets of third parties or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party (but the Company shall use its commercially reasonable efforts to allow for such jeopardy access or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives disclosure in their investigation. Notwithstanding the foregoing, a manner that does not result in any such investigation disclosure, breach, contravention, or violation), (C) breach, contravene or violate any applicable Law (including any Regulatory Law) (but the Company shall be conducted use its commercially reasonable efforts to allow for such access or disclosure in such a manner as that does not result in any such breach, contravention, or violation), (D) breach, contravene or violate any COVID-19 Measure (but the Company shall use its commercially reasonable efforts to unreasonably interfere with allow for such access or disclosure in a manner that does not result in any such breach, contravention, or violation), or (E) result in the business disclosure of materials provided to the Company Board or operations resolutions or minutes of the Company Board, in each case, that were provided to the Company Board in connection with its consideration of the Merger or the sale process. Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide any access or furnish any information pursuant to this Section 5.4(a) to the extent such access or information is reasonably pertinent to a Proceeding where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.4(a) as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the recipient unless express permission is obtained in advance from the source of the materials or its Subsidiarieslegal counsel. (b) All The Confidentiality Agreement, dated March 17, 2022, by and between the Company and Parent (the “Confidentiality Agreement”), shall apply with respect to information obtained furnished under this Section 5.4(a) by the parties Company, its Subsidiaries and their Representatives. Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other than members of the Company’s the senior leadership team), customers, suppliers, distributors of the Company and its Subsidiaries, or, except as required pursuant to this Section 7.04 shall be kept confidential in accordance with 5.6, any Governmental Entity, regarding the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms business of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representationCompany, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations Transactions without the prior written consent of the parties heretoCompany, which consent shall not be unreasonably withheld, conditioned or delayed.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and hereof to the Effective Time, upon reasonable prior notice, the Company shall, and shall cause its Subsidiaries subsidiaries, officers, directors, employees, and shall use its reasonable best efforts to cause its auditors and other agents to, (i) provide afford the officers, employees, auditors and other agents of Parent, and financing sources who shall agree to Parent and Parent’s Representatives be bound by the provisions of this Section 6.4 as though a party hereto, complete access, consistent with applicable law, at all reasonable times upon prior notice, to the its officers, employees, agents, properties, offices offices, plants and other facilities of the Company and its Subsidiaries and to the all books and records thereof; (ii) records, and shall furnish promptly to Parent and such information concerning the businessfinancing sources with all financial, properties, contracts, assets, liabilities, personnel operating and other aspects of the Company data and information as Parent, through its Subsidiaries as Parent officers, employees or its Representatives agents, or such financing sources may from time to time reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation or consultation shall be conducted conducted, where possible, during normal business hours and, in each case, in such a manner as not to interfere unreasonably interfere with the business or operations of the Company or its Subsidiariessubsidiaries. (b) As soon as practicable after the date of this Agreement, Company and Parent shall cooperate in good faith to develop a plan (the "Plan") with respect to the communications with their respective employees and the employees of their respective subsidiaries regarding the transactions contemplated by this Agreement. Prior to consummation of the Offer, Parent shall coordinate any communications to the Company's employees (including employees of the Company's subsidiaries) through the officers of the Company and in a manner that will not disrupt the operations of the Company. (c) All information obtained by the parties Parent and Purchaser pursuant to this Section 7.04 6.4 shall be kept confidential in accordance with that certain letter agreement, dated July 20, 1998 (the "Parent Confidentiality Agreement. "), between Parent shall be responsible and the Financial Advisor as agent for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Company. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries the officers, directors, employees, auditors and agents of the Company to, (i) provide to Parent afford ▇▇▇▇▇▇▇▇ and Parent’s Representatives accessthe officers, employees, counsel, financial advisors, auditors and agents of ▇▇▇▇▇▇▇▇ or DFC Acquisition, as the case may be, access at all reasonable times upon prior notice, to the officers, employees, agents, properties, offices offices, plants and other facilities facilities, books and records of the Company and the Subsidiaries, and shall furnish ▇▇▇▇▇▇▇▇ and DFC Acquisition with financial, operating and other data and information as ▇▇▇▇▇▇▇▇ or DFC Acquisition, through its Subsidiaries and officers, employees, counsel, financial advisors, auditors or agents, may reasonably request. From the date hereof to the books Effective Time, DFC Acquisition shall, and records thereof; (ii) furnish promptly to Parent such information concerning the businessshall cause its officers, propertiesdirectors, contractsemployees, assetsauditors and agents to, liabilities, personnel and other aspects of afford the Company and its Subsidiaries officers, employees, counsel, financial advisors, auditors and agents access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of DFC Acquisition, and shall furnish the Company with financial, operating and other data and information as Parent the Company, through its officers, employees, counsel, financial advisors, auditors or its Representatives agents, may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 7.2 shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (c) Information afforded or furnished to ▇▇▇▇▇▇▇▇, DFC Acquisition or the Company or their agents by ▇▇▇▇▇▇▇▇, DFC Acquisition or the Company pursuant to this Section 7.2 shall be kept confidential and shall not be disclosed to third parties except (i) with the consent of ▇▇▇▇▇▇▇▇ or the Company, as the case may be, (ii) as may be required by law, regulation or by legal process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), or (iii) as may be necessary in connection with the consummation of the Transactions.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms of Article 7, the Company shall, and shall cause each Company Subsidiary and the Company Representatives to: (i) provide to Parent and Merger Sub and the 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, properties, offices and other facilities of the Company and 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 and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use 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 of its Subsidiaries Company Subsidiary is subject (party, provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required right to provide access to or disclose any information if such access or disclosure would the requested information, (AC) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege result in a competitor of the Company or any of its SubsidiariesCompany Subsidiary receiving information that is competitively sensitive or (D) breach, (B) contravene or violate any Contract entered into prior to applicable Law (including the date of this Agreement, Law HSR Act or Order, any other antitrust or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (Acompetition Law), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All With respect to the information obtained by the parties disclosed pursuant to this Section 7.04 Sections 5.3(a), Parent shall be kept confidential in accordance with comply with, and shall cause each Parent Subsidiary and each Parent Representative to comply with, all of their respective obligations under the amended and restated confidentiality agreement, dated as of the date hereof, by and between the Company and Parent (the “Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative”). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Time or the terms earlier termination of this Agreement in accordance with Article VII, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and its and their respective officers, directors, managers, employees and representatives to, afford to Parent reasonable access during normal business hours, consistent with applicable Law, to the respective officers, employees, properties, offices, other facilities and books and records of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request in writing. Notwithstanding the foregoing, any Contract such investigation or consultation shall be conducted in such a manner as not to which 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. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, other than to the extent required by Section 5.4(g), neither the Company nor any of its Subsidiaries is subject 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 in effect on the 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 promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause disclose such information to be provided in a manner that would not result in such jeopardy any of the consequences referred to in any of the foregoing clauses (i), (ii) or violation or third party right; and (iii) instruct its Representatives ). Any access to reasonably cooperate with Parent any Company properties or facilities shall be subject to the Company’s reasonable security measures and its Representatives in their investigation. Notwithstanding the foregoingapplicable requirements of the Real Property Leases and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business Phase I or operations of the Company or its SubsidiariesPhase II environmental assessments. (b) All Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat all documents and information obtained concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by the parties pursuant to this Section 7.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreement. , dated August 2, 2018, between Parent and the Company (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, except that the Company hereby waives the Standstill Provisions (as defined therein), which shall cease to be responsible for any unauthorized disclosure of any such information provided further force or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)effect. (c) No investigation pursuant Notwithstanding anything to this Section 7.04 the contrary set forth herein or in the Confidentiality Agreement, Parent shall affect any representationbe permitted to (i) disclose nonpublic or otherwise confidential information regarding the Company and its Subsidiaries to Financing Sources, warranty, covenant or agreement in this Agreement and to rating agencies and prospective lenders and investors during syndication of any party hereto 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, including by filing or furnishing one or more Current Reports on Form 8-K, the Required Information and pro forma financial information provided to any condition to Financing Source under any confidential information memoranda or other syndication materials or similar documents prepared in connection with any financing sought or obtained by Parent in connection with the obligations of the parties heretotransactions contemplated by this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the The Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s its Representatives access, access at reasonable times upon prior notice, notice to the officers, senior employees, agents, properties, offices books and other facilities records of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request. Notwithstanding anything to the contrary in this Agreement (including the immediately preceding sentence), provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would information if it reasonably determines that (Ax) jeopardize any attorney-client privilege, work product doctrine such access may unreasonably disrupt or other applicable privilege impair the business or operations of the Company or any of its Subsidiaries, (By) such information relates to any competitively sensitive written formula, recipe or code book specification for any products manufactured, packaged, labeled, marketed, sold and/or distributed by the Company or its Subsidiaries or (z) such access would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege or would violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreementapplicable Law; provided, in each case of (A), (B) and (C), provided that the Company shall use its commercially reasonable efforts to cause develop an alternative to providing such information to be provided in a manner that would not result in such jeopardy disruption, impairment, waiver or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding of Law, as the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariescase may be. (b) All information obtained by The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the parties pursuant to this Section 7.04 shall Company, promptly of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be kept confidential required in accordance connection with the Confidentiality Agreement. Transactions, (ii) any notice or other communication from any Governmental Authority in connection with the Transactions, (iii) any Legal Actions commenced, or to such party’s knowledge, threatened, against the Company or any of its Subsidiaries or Parent shall be responsible for or any unauthorized disclosure of its Subsidiaries, as applicable, that are related to the Transactions, and (iv) the material failure of any such information provided party to comply with or made available pursuant to this Section 7.04 by its Representatives, except for satisfy any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement Agreement, in each case such that the conditions set forth in Article VI or Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 7.3(b) or Section 7.4(b), as the case may be. In addition, the Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or which would reasonably be likely to result in the failure of any of the conditions set forth in Article VI or Exhibit A to be satisfied. In no event shall (x) the delivery of any notice by a party hereto pursuant to this Section 5.3(b) limit or any condition otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties heretounder this Agreement, or (y) any such disclosure be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. (c) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated August 20, 2015 (the “Confidentiality Agreement”), between Parent and the Company with respect to the information disclosed under this Section 5.3. (d) Nothing contained in this Agreement shall give Parent, directly or indirectly, rights to control or direct the operations of the Company or any of its Subsidiaries before the Effective Time. Before the Effective Time, the Company shall, subject to and consistent with the terms and conditions of this Agreement, exercise complete control and supervision over the operations of the Company and its Subsidiaries.

Access to Information; Confidentiality. (a1) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which this Agreement is terminated in accordance with its terms Effective Time and the Effective Timetermination of this Agreement, subject to Law and the terms of any existing Contracts: (a) the Company shall, and shall cause its Subsidiaries to, : (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, give to the Purchaser Parties and their representatives reasonable access to the offices, properties, books and records of the Company and the Subsidiary during normal business hours; and (ii) furnish to the Purchaser Parties and their representatives such financial and operating data and other information as such Persons may reasonably request, including continuing access to the Data Room. Neither the Purchaser or the Parent nor any of their representatives will contact directors, officers, employees, agentscustomers, propertiessuppliers or other business partners of the Company or the Subsidiary except (A) after receiving the prior written consent of the Company, offices and or (B) customers, suppliers or other facilities of business partners in the Ordinary Course where such contact is not related to the Arrangement or the transactions contemplated hereby; and (b) the Parent shall: (i) give to the Company and its Subsidiaries and representatives reasonable access to the offices, properties, books and records thereofof the Parent and its Subsidiaries during normal business hours; and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries representatives such financial and operating data and other information as Parent or its Representatives such Persons may reasonably request, including continuing access to the virtual data room maintained by the Purchaser in connection with the Arrangement as at the date hereof. Neither the Company nor any of its representatives will contact directors, officers, employees, customers, supplier or other business partners of the Parent or of any of its Subsidiaries except (A) after receiving the prior written consent of the Parent, or (B) customers, suppliers or other business partners in the Ordinary Course where such contact is not related to the Arrangement or the transactions contemplated hereby; provided, however, that the Company foregoing Section 4.6(1)(a) and Section 4.6(1)(b) shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege restrict the Purchaser Parties from contacting the Chief Executive Officer and the Chief Financial Officer of the Company or any such other individuals as such Persons may specify, nor the Company from contacting the Chief Executive Officer and the Chief Financial Officer of its Subsidiariesthe Parent or such other individuals as such Persons may specify. (2) Investigations made by or on behalf of the Company, (B) violate any Contract entered into prior to the date of this Agreement, Law or Orderon one hand, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding Purchaser, on the foregoingother hand, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business representation or operations of warranty made by the Company or its Subsidiariesby the Parent or the Purchaser in this Agreement. (b3) All For greater certainty, the Company, the Purchaser and the Parent and their respective affiliates shall treat, and shall cause their respective representatives to treat, all information obtained furnished to such Party or any of their respective affiliates or representatives in connection with the transactions contemplated by the parties this Agreement or pursuant to the terms of this Section 7.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to Agreement. Without limiting the obligations generality of the parties heretoforegoing, the Company, the Purchaser and the Parent each acknowledge and agree that the Company Disclosure Letter and all information contained in each of them is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Date or the terms earlier valid termination of this Agreement, upon reasonable prior written notice from BidCo (and subject to any Contract reasonable limitations to protect the health and safety of the Company’s or its subsidiaries’ employees and other individuals having business dealings with the Company or any of its subsidiaries in response to ▇▇▇▇▇-▇▇, ▇▇▇▇-▇▇▇-▇ virus or any mutation or variation thereof; provided, that in any such instance the Company shall reasonably cooperate with BidCo to provide such information, in whole or in part, to the extent and in a manner compliant with such limitations), the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford BidCo and its Representatives reasonable access, consistent with applicable Laws relating to the exchange of information, at normal business hours to the Company’s and its subsidiaries’ officers, employees, Representatives, properties, offices and other facilities and to all Contracts, commitments, books, records, Tax Returns and any Tax documents or information that the Company or any of its subsidiaries receives or has received pursuant to a Tax sharing agreement, and shall furnish BidCo reasonably promptly with all financial, operating and other data and information concerning its business and properties as BidCo or its Representatives, may from time to time reasonably request (provided, that BidCo 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). (b) Notwithstanding the foregoing, any such investigation or consultation shall not include any environmental sampling or invasive environmental testing. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information if the Company determines, in its reasonable best judgment, based on the advice of outside counsel, such access or disclosure would violate an obligation of confidentiality pursuant to any binding agreement entered into prior to the date of this Agreement to which the Company or any of its Subsidiaries subsidiaries is subject a party (provided, that so long as the Company shall use its have used reasonable best efforts to promptly obtain any the consent required under of such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide third party to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure disclosure), would (A) jeopardize result in the loss or waiver of any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, subsidiaries (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts will enter into a joint defense agreement with BidCo if requested with respect to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business information) or operations of the Company contravene any applicable Law, rule, regulation, order, judgment or its Subsidiaries. (b) decree. All requests for information obtained by the parties made pursuant to this Section 7.04 6.7(b) shall be kept confidential directed to the executive officer or other Person designated by the Company. (c) BidCo will comply with the terms and conditions of the letter agreement, dated as of June 3, 2019, between the Company and Apollo Management IX, L.P. (which agreement shall automatically terminate and be of no further force and effect upon the earlier of the Effective Date and the twelve (12) month anniversary of the date hereof, as amended, restated, supplemented or otherwise modified from time to time, 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 BidCo 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 each in accordance with its terms. Parent shall be responsible for The Company agrees that it will treat any unauthorized disclosure of any such documents and information provided concerning the BidCo Related Parties furnished or otherwise made available pursuant to the Company, its subsidiaries or their respective Representatives in connection with the transactions contemplated by this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of Agreement as if it was “Confidential Information” under the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition as if the use and disclosure restrictions thereunder applied to the obligations of the parties heretoCompany.

Access to Information; Confidentiality. (a) Except The Company shall: (i) cooperate with all reasonable requests of the Parent, Parent’s counsel and accountants in connection with the consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as otherwise prohibited may be reasonably requested by applicable Law the Parent or the terms managing underwriters of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement IPO in order that it may comply with to carry out the terms of this Section 7.04(a)), from the date intent of this Agreement until and to close the earlier IPO including, without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the date on which this Agreement is terminated in accordance with its terms and the Effective Timeforegoing, the Company shall, and shall cause its Subsidiaries to, (i) provide to upon the reasonable request of Parent and Parent’s Representatives access, at reasonable times upon prior least two (2) Business Days notice, permit representatives of Parent, the managing underwriter of the IPO and representatives of such managing underwriter to have full access (during normal business hours, and in a manner so as not to interfere with the officersnormal business operations of the Company), employees, agentssubject to compliance with applicable law (including but not limited to antitrust law) to all premises, properties, offices financial, tax and other facilities accounting records (including the work papers of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, propertiesCompany’s independent accountants), contracts, assetsother records and documents, liabilitiesand personnel, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required pertaining to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigationSubsidiary. Notwithstanding the foregoingabove, any such investigation request for access or information shall be conducted in not extend to any information subject to a legally recognized claim of privilege unless expressly waived by the party entitled to claim such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesprivilege. (b) All Any information obtained by the parties pursuant to Company or any Company Shareholder or any of their Representatives or Affiliates in connection with this Section 7.04 Agreement or the transactions contemplated hereby shall be kept confidential in accordance with subject, to the extent applicable, to the terms and conditions of the Consent, Non-Solicitation and Standstill Agreement, dated as of November 5, 2010 (the “Consent Agreement”) and that certain letter agreement, dated March 24, 2010 (the “Confidentiality Agreement. ”), each by and between Parent shall be responsible for any unauthorized disclosure and the Company regarding the confidential treatment of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)certain information. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Date or the terms earlier valid termination of this Agreement, upon reasonable prior written notice from BidCo (and subject to any Contract reasonable limitations to protect the health and safety of the Company's or its subsidiaries' employees and other individuals having business dealings with the Company or any of its subsidiaries in response to C▇▇▇▇-▇▇, ▇▇▇▇-▇▇▇-▇ virus or any mutation or variation thereof; provided, that in any such instance the Company shall reasonably cooperate with BidCo to provide such information, in whole or in part, to the extent and in a manner compliant with such limitations), the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford BidCo and its Representatives reasonable access, consistent with applicable Laws relating to the exchange of information, at normal business hours to the Company's and its subsidiaries' officers, employees, Representatives, properties, offices and other facilities and to all Contracts, commitments, books, records, Tax Returns and any Tax documents or information that the Company or any of its subsidiaries receives or has received pursuant to a Tax sharing agreement, and shall furnish BidCo reasonably promptly with all financial, operating and other data and information concerning its business and properties as BidCo or its Representatives, may from time to time reasonably request (provided, that BidCo 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). (b) Notwithstanding the foregoing, any such investigation or consultation shall not include any environmental sampling or invasive environmental testing. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information if the Company determines, in its reasonable best judgment, based on the advice of outside counsel, such access or disclosure would violate an obligation of confidentiality pursuant to any binding agreement entered into prior to the date of this Agreement to which the Company or any of its Subsidiaries subsidiaries is subject a party (provided, that so long as the Company shall use its have used reasonable best efforts to promptly obtain any the consent required under of such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide third party to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure disclosure), would (A) jeopardize result in the loss or waiver of any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, subsidiaries (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts will enter into a joint defense agreement with BidCo if requested with respect to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business information) or operations of the Company contravene any applicable Law, rule, regulation, order, judgment or its Subsidiaries. (b) decree. All requests for information obtained by the parties made pursuant to this Section 7.04 6.7(b) shall be kept confidential directed to the executive officer or other Person designated by the Company. (c) BidCo will comply with the terms and conditions of (i) the letter agreement, dated as of January 4, 2021, between the Company and BidCo (which agreement shall automatically terminate and be of no further force and effect upon the earlier of the Effective Date and the twelve (12) month anniversary of the date hereof, as amended, restated, supplemented or otherwise modified from time to time, the "Confidentiality Agreement") and (ii) the Clean Team Agreement, dated as of January 6, 2021, by and between the Company and BidCo (as amended, restated, supplemented or otherwise modified from time to time, the "Clean Team Agreement" and, together with the Confidentiality Agreement, the "Confidentiality Agreements"), 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 BidCo in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality AgreementAgreements, which Confidentiality Agreements shall remain in full force and effect each in accordance with its terms. Parent shall be responsible for The Company agrees that it will treat any unauthorized disclosure of any such documents and information provided concerning the BidCo Related Parties furnished or otherwise made available pursuant to the Company, its subsidiaries or their respective Representatives in connection with the transactions contemplated by this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of Agreement as if it was "Confidential Information" under the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition as if the use and disclosure restrictions thereunder applied to the obligations of the parties heretoCompany.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until to the Effective Time or the earlier termination of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeAgreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best effects to cause its Subsidiaries Subsidiaries, officers, directors and representative to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, consistent with applicable Law (i) provide to Parent including any applicable COVID-19 Measures), so long as such access does not jeopardize the health and Parent’s Representatives accesssafety of any employee of the Company or its Subsidiaries, at reasonable times upon prior noticeand solely for the purpose of consummating the Merger or the other transactions contemplated herein, to the its officers, employees, agents, properties, offices offices, other facilities and books and records, and shall furnish Parent with all financial, operating and other facilities of the Company data and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may shall reasonably request, providedrequest in writing (it being agreed, however, that the Company foregoing shall not permit Parent or its 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 and, provided, that neither the Company nor any of its Subsidiaries shall be required to provide access to prepare, produce, compile or disclose furnish any such data or information if such access that is not already being prepared, produced or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of compiled by the Company or any of its Subsidiariessuch Subsidiary, (B) violate any Contract entered into prior to as the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; providedcase may be, in each case the ordinary course of (Abusiness, and any such data or information may be delivered in the form in which it is ordinarily maintained), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to unreasonably interfere result in any significant interference with the business or operations of the Company or its SubsidiariesSubsidiaries 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 provide access to or to disclose information, books and records, or other data or materials 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 the Company or any such Subsidiary or (iii) violate any applicable Law. (b) All Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information obtained concerning the Company, the Principal Stockholder and the Company’s Subsidiaries furnished to Parent and Merger Sub, in connection with the Merger and the other transactions contemplated by the parties pursuant to this Section 7.04 shall be kept confidential Agreement, in accordance with the Confidentiality Agreement. Parent , dated August 4, 2020, between American Securities LLC and the Company (the “Confidentiality Agreement”), which shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by remain in full force and effect in accordance with its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)terms. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From and after the date of this Agreement until the earlier of the date on which Acceptance Time and the termination of this Agreement is terminated in accordance with its terms and the Effective Timeterms, the Company shall, and shall cause its Subsidiaries to, upon reasonable advance notice, (i) provide to give Parent and Parent’s Purchaser and their respective Representatives access, at reasonable times upon prior notice, access during normal business hours (in a manner that does not unreasonably interfere with the normal operations of the business of the Company) to the officers, relevant employees, agentsofficers and facilities and to relevant books, properties, offices contracts and other facilities records of the Company and its Subsidiaries and to the books and records thereof; Subsidiaries, (ii) permit Parent and Purchaser to make such non-invasive environmental inspections and data security scans of the Company’s and its Subsidiaries’ information technology systems as they may reasonably request, (iii) furnish promptly Parent and Purchaser with such financial and operating data and other information with respect to Parent such information concerning the business, properties, contracts, assets, liabilities, and personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives Purchaser may from time to time reasonably request, provided, however, that the Company shall not be required and (iv) use reasonable best efforts to provide access facilitate (subject to any then-current COVID-19 Measures) site visits by Parent or disclose any information if such access or disclosure would (A) jeopardize of its Representatives at any attorney-client privilege, work product doctrine or other applicable privilege facility of a third party contract manufacturer of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) that any such access shall be afforded and (C), that the Company shall use its commercially reasonable efforts to cause any such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesfurnished at Parent’s expense. (b) All information Information obtained by the parties Parent or Purchaser pursuant to this Section 7.04 shall 6.2(a) will constitute “Confidential Information” under the Confidentiality Agreement and will be kept confidential in accordance with subject to the provisions of the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except The parties shall comply with, and shall cause their respective Representatives (as otherwise prohibited defined below) to comply with, to the extent permitted by applicable Law or Law, all of their respective obligations under the terms of any Contract to which Confidentiality Agreement dated December 10, 1999 (the "Confidentiality Agreement") between the Company or any of its Subsidiaries is subject and Parent. (provided, that b) Subject to the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a))Confidentiality Agreement, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and hereof to the Effective Time, the Company shall, shall (and shall cause each of its Subsidiaries subsidiaries to) provide to Merger Sub (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, "Representatives") reasonable access to all information and documents which Merger Sub may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company or its subsidiaries, except for attorney-client privilege information and information that is attorney work product. (c) From the date hereof to the Effective Time, the Company shall (and shall cause each of its subsidiaries to): (i) provide to Parent Merger Sub and Parent’s its Representatives access, access at reasonable times upon prior notice, notice to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries subsidiaries and to the books and records thereof; thereof and (ii) reasonably promptly furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries subsidiaries as Parent Merger Sub or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any except for attorney-client privilegeprivilege information and information that is attorney work product. (d) No investigation by any party, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into whether prior to the date execution of this Agreement, Law Agreement or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives7.04, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise if prohibited by any applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeLaw, the Company shall, and shall cause its each of the Company Subsidiaries to, (i) provide afford to Parent and Parent’s its Representatives accessreasonable access during normal business hours, at upon reasonable times upon prior advance notice, during the period prior to the officers, employees, agents, Effective Time to all their respective properties, offices books and records, Contracts and personnel and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent (A) copies of all correspondence between the Company or any Company Subsidiary and any other facilities party to a Contract with regard to any Consent that is actually or purportedly required to be taken or obtained with respect to such Contract in connection with the announcement, pendency or consummation of the Company Transactions and its Subsidiaries and to the books and records thereof; (iiB) furnish promptly to Parent such all other information concerning the its business, properties, contracts, assets, liabilities, properties and personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, including information regarding the status and substance of any negotiations with any Governmental Entity relating to changes in the rates or other terms of any existing Contract with such Governmental Entity; provided, however, that neither the Company nor any of the Company Subsidiaries shall not be required obligated to provide access to or disclose any information if such access or disclosure information if the Company or the Company Subsidiary, as applicable, determines in its reasonable judgment that doing so would (Ai) jeopardize any violate applicable Law or an applicable Judgment, (ii) waive the protection of attorney-client privilege, attorney work product doctrine protection or other applicable legal privilege or (iii) in light of COVID-19 or any COVID-19 Measures, jeopardize the health or safety of any employee of the Company, and in any such event, the Company or any of its Subsidiariesshall, (B) violate any Contract entered into prior and shall cause the applicable Company Subsidiary to, use reasonable best efforts to communicate, to the date of this Agreementextent feasible, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such applicable information to be provided in a manner way that would not result in such jeopardy or violation or third party right; any of the outcomes described in the foregoing clauses (i), (ii) and (iii) instruct its Representatives ), including by entering into a joint defense agreement, “clean team” agreement, common interest agreement or other similar arrangement. Any in-person visits conducted pursuant to reasonably cooperate this Section 6.02 shall be conducted in accordance with Parent any applicable COVID-19 Measures and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as to not to interfere unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality letter agreement dated April 7, 2021, between the Company and Parent (as amended or operations supplemented from time to time, the “Confidentiality Agreement”). Prior to the Effective Time, Parent, Merger Sub and their Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Subsidiaries. (b) All information obtained subsidiaries. No investigation by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers Representatives shall affect or employees be deemed to modify or waive the representations and who has agreed to be bound by the confidentiality and use terms warranties of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement Company set forth in this Agreement of any party hereto or any condition to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From and after the date of hereof and prior to the Effective Time or such earlier date as this Agreement until the earlier of the date on which this Agreement is may be terminated in accordance with its terms terms, subject to compliance with applicable Law and the Effective TimeSection 4.10(b), the Company shall, and shall cause its Subsidiaries towith reasonable advance notice, (i) provide to Parent give Buyer and Parent’s Representatives access, at its representatives reasonable times upon prior notice, access to the officers, employees, agentspersonnel, properties, offices books and other facilities records of the Company and its Subsidiaries and to the books and records thereof; during normal business hours, (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company Buyer and its Subsidiaries representatives such financial and operating data and all other information as Parent or its Representatives such Persons may reasonably request, providedand (iii) shall cooperate with Buyer in its investigation of the business of the Company. Buyer shall use its commercially reasonable efforts to minimize any disruption to the businesses of the Company that may result from requests for access, howeverdata and information hereunder. Notwithstanding the foregoing, that the Company shall not be required to provide access to or disclose any information if such access (i) that it reasonably believes it may not provide to Buyer by reason of contractual or legal restrictions, including applicable Laws, or which it believes is competitively sensitive information or (ii) the disclosure of which would (A) be expected to jeopardize any attorney-client privilegeor any other privilege applicable to such information. In addition, work product doctrine or other applicable privilege of the Company may designate any competitively sensitive information provided to Buyer under this Agreement as “outside counsel only” and such information shall be given only to the outside counsel of Buyer and may not be shared with Buyer or any of its Subsidiaries, representatives (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (Aother than such outside counsel), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information provided or obtained by in connection with the parties pursuant to this Section 7.04 transactions contemplated hereby (including the Merger) shall be kept confidential by Buyer in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Mutual Non-Disclosure Agreement, dated November 7, 2018, between Buyer and the Company (the “Confidentiality Agreement (and any other Agreement”). In the event of a conflict or inconsistency between the terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in of this Agreement and the Confidentiality Agreement, the terms of any party hereto or any condition to the obligations of the parties heretothis Agreement shall govern.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until to the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms and the Effective TimeArticle 7, the Company shall, and shall cause each of its Subsidiaries to, : (i) provide to Parent and Parent’s Merger Sub and their respective Representatives accessand Financing Sources reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, at reasonable times upon prior noticenotice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof; (including Tax Returns) thereof and (ii) use commercially reasonable efforts to furnish promptly to Parent (but during normal business hours) upon prior notice such information concerning the business, properties, contractsContracts, assets, liabilities, personnel assets and other aspects liabilities of the Company and each of its Subsidiaries as Parent or its Representatives or Financing Sources may reasonably request, ; provided, however, that all requests from Parent, Merger Sub or their respective Representatives or Financing Sources for such access or information pursuant to this Section 5.2 shall be directed to ▇▇▇▇ ▇▇▇▇▇▇▇ and not to any other director, officer or employee of the Company unless consented to in writing by the Company; provided, further, that the Company shall not be required to provide access (or to or disclose cause any information if of its Subsidiaries to) afford such access or disclosure would furnish such information to the extent that the Company reasonably believes in good faith (after consultation with its outside counsel) that doing so would: (A) jeopardize any result in the loss of attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreementapplicable Law, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, that (x) in each the case of each of subclauses (A), (B) and (CB), that the Company shall use its commercially reasonable efforts to cause allow for such information to be provided access or disclosure in a manner that would does not result in such jeopardy the events set out in subclause (A) or violation or third party right; (B), as applicable, and (iiiy) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoingevent that the Company, any such investigation shall be conducted despite having used commercially reasonable efforts in such a manner as not to unreasonably interfere accordance with the business preceding clause (x), does not provide access or operations disclosure in reliance on subclauses (A) or (B) of the preceding clause (x), the Company shall provide Parent with a list of the information that is being withheld. At or prior to the Closing, the Company shall deliver or cause to be delivered to Parent one or more CDs containing (in a readable and otherwise reasonably acceptable format) true and complete copies of (A) the contents of the Company’s virtual data room established at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ (the “Data Room”) that has been used for due diligence in connection with the Merger as at 6:00 p.m. Eastern Time on August 7, 2019; provided, however, that, in lieu of delivering the CD referenced in this sentence, the Company may, at its Subsidiariesoption, maintain the entirety of the Data Room such that, after the Closing, the Data Room contains all of the materials that have been included in the Data Room for due diligence in connection with the Merger as at 6:00 p.m. Eastern Time on August 7, 2019. (b) All The Confidentiality Agreement, dated May 13, 2019, by and between the Company and Platinum Equity Advisors International (UK) Limited (the “Confidentiality Agreement”), shall apply with respect to information obtained furnished under this Section 5.2 by the parties pursuant Company, its Subsidiaries and their Representatives; provided, that (i) Parent and Merger Sub will be permitted to this Section 7.04 disclose such information to any Financing Source or prospective Financing Source that may become a party to the Debt Financing (and, in each case, to their respective Representatives) and (ii) such Persons shall be kept confidential in accordance with constitute Representatives under the Confidentiality Agreement. Prior to the Closing, each of Parent and Merger Sub shall be responsible for any unauthorized disclosure of any such information provided not, and shall cause their respective Representatives not to, contact or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or otherwise communicate with the employees and who has agreed to be bound by the confidentiality and use terms (other than members of the Confidentiality Agreement Company’s senior leadership team), customers, suppliers, or distributors of the Company and its Subsidiaries, in each case regarding the business of the Company (and any other terms which are except to the extent related to ordinary course business of the applicable to such RepresentativeRepresentative of Parent or Merger Sub). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations Transactions without the prior written consent of the parties heretoCompany, which consent shall not be unreasonably withheld, conditioned or delayed.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Time or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provideddate, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a))if any, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and pursuant to Section 8.1, to the Effective Timeextent permitted by applicable Law, the Company shall, and shall cause its Subsidiaries to, will (i) provide to Parent and Parent’s Representatives accessits officers, at reasonable times upon prior notice, to the officersdirectors, employees, agentsaccountants, consultants, legal counsel, investment bankers, financing banks, agents and other representatives (collectively, "Representatives") reasonable access during normal business hours to the Company's employees, properties, offices books, commitments, contracts and records and other facilities of the Company and its Subsidiaries and to the books and records thereof; information (iiincluding Tax Returns) furnish promptly to as Parent such information concerning may reasonably request regarding the business, properties, contracts, assets, liabilities, personnel employees and other aspects of the Company and its Subsidiaries instruct the Company's independent accountants to provide access to their work papers and such other information as Parent or its Representatives and Acquisition Sub may reasonably request, request and (ii) permit Parent and Acquisition Sub to make such inspections as they reasonably require; provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would documents which would, in the reasonable judgment of the Company, (A) jeopardize any constitute a waiver of the attorney-client privilege, work product doctrine or other privilege held by the Company, (B) would violate an existing confidentiality obligation to or agreement with any person; or (C) otherwise violate any applicable privilege Laws, provided further, that in the event any of the foregoing clauses (A) - (C) apply the parties shall work together in good faith to attempt to mitigate such restrictions so as to endeavor to find a way to allow disclosure of such information in a manner that would not constitute such a waiver or otherwise result in a violation of such an agreement or applicable Laws. Any investigation conducted pursuant to the access contemplated by this Section 6.3 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or result in damage or destruction of any property or assets of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior . Any access to the date of this Agreement, Law or Order, or (C) give a third party Company's properties shall be subject to the Company's reasonable security measures and insurance requirements and shall not include the right to terminate perform invasive testing of soil or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy groundwater or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesother environmental media. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until to the earlier of the date Effective Time or the date, if any, on which this Agreement is terminated in accordance with its terms and pursuant to Section 8.1, subject to the Effective Timereasonable restrictions imposed from time to time upon advice of counsel, the Company shallwill, and shall will cause its Subsidiaries to, (i) provide to Parent and Parent’s its authorized Representatives access, at (a) reasonable times access during normal business hours and upon reasonable prior notice, notice from Parent to the officers, employees, agents, their respective properties, offices books, contracts and records as Parent may reasonably request (provided that Parent and its authorized Representatives shall not conduct or cause to be conducted any sampling, testing or other facilities invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Company or its Subsidiaries) and its Subsidiaries (b) such financial and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects operating data of the Company and its Subsidiaries as Parent or its Representatives may reasonably requestrequest that is reasonably available to the Company. Notwithstanding the foregoing, provided, however, that the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose (i) any information if such access or disclosure documents which would (in the reasonable judgment of the Company) be reasonably likely to (A) jeopardize any constitute a waiver of the attorney-client privilege, work product doctrine or other applicable privilege of held by the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Orderapplicable Laws, or (C) give unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, or (ii) if 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 in a third party litigation, any information that is reasonably pertinent thereto. All information exchanged pursuant to this Section 6.9(a) shall be subject to the right Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to terminate or accelerate the rights under a Contract entered into prior to comply with, all of their respective obligations thereunder. (b) From the date of this Agreement; providedAgreement to the earlier of the Effective Time or the date, in each case if any, on which this Agreement is terminated pursuant to Section 8.1, subject to the reasonable restrictions imposed from time to time upon advice of (A)counsel, (B) Parent will, and (C)will cause its Subsidiaries to, that provide to the Company shall use and its commercially reasonable efforts to cause authorized Representatives such information to be provided in a manner that would not result in such jeopardy or violation or third party right; financial and (iii) instruct its Representatives to reasonably cooperate with operating data of Parent and its Representatives in their investigationSubsidiaries as the Company may reasonably request that is reasonably available to Parent. Notwithstanding the foregoing, Parent shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose (i) any such investigation shall information or documents which would (in the reasonable judgment of Parent) be conducted in such reasonably likely to (A) constitute a manner as not to waiver of the attorney-client or other privilege held by Parent or any of its Subsidiaries, (B) violate any applicable Laws, or (C) unreasonably interfere with disrupt the business or businesses and operations of Parent or any of its Subsidiaries, or (ii) if Parent or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries. (b) Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. All information obtained by the parties exchanged pursuant to this Section 7.04 6.9(b) shall be kept confidential subject to the Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure ) to comply with, all of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)their respective obligations thereunder. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Date or the terms earlier valid termination of this Agreement, upon reasonable prior written notice from BidCo (and subject to any Contract reasonable limitations to protect the health and safety of the Company’s or its subsidiaries’ employees and other individuals having business dealings with the Company or any of its subsidiaries in response to ▇▇▇▇▇-▇▇, ▇▇▇▇-▇▇▇-▇ virus or any mutation or variation thereof; provided, that in any such instance the Company shall reasonably cooperate with BidCo to provide such information, in whole or in part, to the extent and in a manner compliant with such limitations), the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford BidCo and its Representatives reasonable access, consistent with applicable Laws relating to the exchange of information, at normal business hours to the Company’s and its subsidiaries’ officers, employees, Representatives, properties, offices and other facilities and to all Contracts, commitments, books, records, Tax Returns and any Tax documents or information that the Company or any of its subsidiaries receives or has received pursuant to a Tax sharing agreement, and shall furnish BidCo reasonably promptly with all financial, operating and other data and information concerning its business and properties as BidCo or its Representatives, may from time to time reasonably request (provided, that BidCo 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). (b) Notwithstanding the foregoing, any such investigation or consultation shall not include any environmental sampling or invasive environmental testing. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information if the Company determines, in its reasonable best judgment, based on the advice of outside counsel, such access or disclosure would violate an obligation of confidentiality pursuant to any binding agreement entered into prior to the date of this Agreement to which the Company or any of its Subsidiaries subsidiaries is subject a party (provided, that so long as the Company shall use its have used reasonable best efforts to promptly obtain any the consent required under of such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide third party to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure disclosure), would (A) jeopardize result in the loss or waiver of any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, subsidiaries (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts will enter into a joint defense agreement with BidCo if requested with respect to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business information) or operations of the Company contravene any applicable Law, rule, regulation, order, judgment or its Subsidiaries. (b) decree. All requests for information obtained by the parties made pursuant to this Section 7.04 6.7(b) shall be kept confidential directed to the executive officer or other Person designated by the Company. (c) BidCo will comply with the terms and conditions of (i) the letter agreement, dated as of January 4, 2021, between the Company and BidCo (which agreement shall automatically terminate and be of no further force and effect upon the earlier of the Effective Date and the twelve (12) month anniversary of the date hereof, as amended, restated, supplemented or otherwise modified from time to time, the “Confidentiality Agreement”) and (ii) the Clean Team Agreement, dated as of January 6, 2021, by and between the Company and BidCo (as amended, restated, supplemented or otherwise modified from time to time, the “Clean Team Agreement” and, together with the Confidentiality Agreement, the “Confidentiality Agreements”), 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 BidCo in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality AgreementAgreements, which Confidentiality Agreements shall remain in full force and effect each in accordance with its terms. Parent shall be responsible for The Company agrees that it will treat any unauthorized disclosure of any such documents and information provided concerning the BidCo Related Parties furnished or otherwise made available pursuant to the Company, its subsidiaries or their respective Representatives in connection with the transactions contemplated by this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of Agreement as if it was “Confidential Information” under the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition as if the use and disclosure restrictions thereunder applied to the obligations of the parties heretoCompany.

Access to Information; Confidentiality. (a) Except as otherwise prohibited During the Interim Period, upon reasonable prior written notice and for reasonable business purposes related to the transactions contemplated by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeAgreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (i) provide afford to Parent and Parent’s its Representatives accessreasonable access during normal business hours, at reasonable times upon prior noticeconsistent with applicable Law, to the Company’s Representatives, books, records, Tax Returns, material operating and financial reports, work papers, assets, executive officers, employees, agents, properties, offices and other facilities of facilities, Contracts and other documents and information relating to the Company and its Subsidiaries Subsidiaries, and instruct the Company’s independent public accountants to provide reasonable access to their work papers (subject to the books receipt of any required consents from such accountants and records thereof; (iithe execution of customary access letters) furnish promptly to Parent and such other information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of regarding the Company and its Subsidiaries Subsidiaries, as Parent or its Representatives may reasonably request; and (ii) provide Parent and its Representatives with such copies of the books, records, Tax Returns, work papers, Contracts and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information relating to the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that the Company shall be permitted to provide such information electronically or by other remote access where practicable. 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 its Subsidiaries shall be required to provide access to or to disclose any information if where such access or disclosure would (A) jeopardize breach any attorney-client privilege, work product doctrine or other applicable privilege of the Company or Contract with any of its Subsidiariesthird party, (B) violate any Contract entered into prior to constitute a waiver of or jeopardize the date of this Agreement, Law attorney-client or Order, other privilege held by the Company or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreementotherwise violate any applicable Law; providedprovided that, in each case of clause (A), (B) and (C), that the Company shall inform Parent of the general nature of the access or information being withheld and, upon ▇▇▇▇▇▇’s request, use its commercially reasonable efforts to cause make appropriate substitute arrangements (including by way of example by entering into a joint defense or other similar agreement) to permit disclosure to the maximum extent permissible by applicable Law or Contract, as applicable. If Parent requests that the Company produce, compile or furnish any such data or information to be provided in a manner that would not result in such jeopardy otherwise be produced or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent compiled by the Company and its Representatives in their investigation. Notwithstanding the foregoingSubsidiaries, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of and the Company determines in good faith that it would be unreasonably burdensome to produce, compile or its Subsidiariesfurnish such data or information, the Company shall not be obligated to produce, compile or furnish such data or information unless Parent agrees to reimburse the reasonable and documented out-of-pocket costs and expenses incurred by the Company in producing, compiling and furnishing such data or information. (b) All Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information obtained concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by the parties pursuant to this Section 7.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreement, dated as of March 28, 2023, as amended effective March 10, 2025, between Parent and the Company (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by The parties hereto agree that the confidentiality and use terms of the Confidentiality Agreement (are hereby incorporated by reference herein as if set forth herein in their entirety and any other terms which are applicable to that such Representative). (c) No investigation provisions shall apply mutatis mutandis and, as incorporated herein, shall survive until the Closing Date, or in the event this Agreement is validly terminated pursuant to this Section 7.04 shall affect any representation8.1, warranty, covenant or agreement in this Agreement one year following the date of any party hereto or any condition to the obligations of the parties heretosuch termination.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until to the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms and the Effective TimeArticle 7, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, : (i) provide to the Parent and Parent’s the Purchaser and their respective Representatives accessreasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, at upon reasonable times upon prior noticeadvance written notice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries each Company Subsidiary and to the books and records thereof; , and (ii) use commercially reasonable efforts to furnish promptly to Parent such information concerning the business, properties, contractsContracts, assetsCompany Permits, liabilities, personnel assets and other aspects liabilities of the Company and its Subsidiaries each Company Subsidiary as the Parent or its the Parent Representatives may reasonably request, ; provided, however, that the Company shall not be required to provide (or to cause any Company Subsidiary to) afford such access or furnish such information to or disclose any information if the extent that in the reasonable, good-faith judgment of the Company would: (A) result in the loss of attorney-client privilege (but the Company shall use commercially reasonable efforts to allow for such access or disclosure would (A) jeopardize any in a manner that does not result in a loss of attorney-client privilege), work product doctrine (B) result in the disclosure of any trade secrets of Third Parties or other applicable privilege violate any obligations of the Company or any of its SubsidiariesCompany Subsidiary with respect to confidentiality to any Third Party or otherwise breach, (B) contravene or violate any then effective Contract entered into prior to which the date of this Agreement, Law Company or Order, or any Company Subsidiary is a party (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), provided that the Company shall use its commercially reasonable efforts efforts, at Parent’s request and expense, to cause obtain the required consent of such Third Party to provide such access or disclosure), (C) allow for environmental sampling of soil, indoor air, or groundwater or (D) breach, contravene or violate any applicable Law (including Competition Laws); provided, further, however, that, if any such access or disclosure is limited for the reasons described in clauses (A)–(C) above, the Parent and the Company shall use commercially reasonable efforts, at Parent’s expense, to establish a process that (through use of steps such as targeted redactions, provision of information to be provided counsel to review and summarize for the Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in a manner that would not result in such jeopardy or violation or third party right; coordination with counsel and (iiithe Company) instruct its Representatives will provide the Parent with timely access to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not fullest extent possible to unreasonably interfere with the business or operations substance of the Company or its Subsidiariesinformation described in this Section 5.2(a). (b) All Each of the Parent and the Purchaser agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained by the parties pursuant to this Section 7.04 5.2 for any competitive or other purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement, dated February 19, 2016, by and between the Parent and the Company (the “Confidentiality Agreement”), shall be kept confidential in accordance apply with respect to information furnished under this Section 5.2 by the Company, the Company Subsidiaries and their Representatives. Prior to the Closing, each of the Parent and the Purchaser shall not, and shall cause their respective Representatives not to, outside of the ordinary course of business, contact or otherwise communicate with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure employees (other than members of any such information provided the Company’s senior leadership team), customers, suppliers, distributors, labor unions, landlords, lessors, banks or made available other lenders of the Company and the Company Subsidiaries, or, except as required pursuant to this Section 7.04 by its Representatives5.4, except for any such Representative who is not one of Parent’s or its Affiliates’ directorsGovernmental Entity, members, partners, officers or employees and who has agreed to be bound by regarding the confidentiality and use terms business of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representationCompany, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations transactions contemplated by this Agreement without the prior written consent of the parties heretoCompany, which consent shall not be unreasonably withheld, conditioned or delayed.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any Without undue disruption of its Subsidiaries is subject (providedbusiness, that during the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimePre-Closing Period, the Company shall, and shall cause each of its Subsidiaries officers, employees and agents to, (i) provide give Parent and Buyer and their representatives reasonable access upon reasonable notice directed to the Persons set forth in Schedule 7.1(a)and during times mutually convenient to Parent and Parent’s Representatives accessBuyer, at reasonable times upon prior noticeon the one hand, and senior management of the Company, on the other hand, to the facilities, properties, employees, books and records of the Company and the Subsidiaries as from time to time may be reasonably requested. (b) Any such investigation by Parent or Buyer shall not unreasonably interfere with any of the businesses or operations of the Company. Neither Parent nor Buyer shall, during the Pre-Closing Period, have any contact whatsoever with respect to the Company Group or with respect to the transactions contemplated by this Agreement with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company Group, except in consultation with the Company and then only with the express prior written approval of the Company, which approval shall not be unreasonably withheld. All requests by Parent or Buyer for access or information shall be submitted or directed exclusively to an individual or individuals to be designated by the Company. (c) Parent, Buyer, and their Affiliates shall keep information obtained pursuant to this Agreement confidential in accordance with the terms of the Letter Agreement, dated as of November 24, 2016 (the “Confidentiality Agreement”), between Parent and the Company and shall cause each of its directors, members of the Company Board, officers, employees, agentsand advisors to hold the information obtained pursuant to this Agreement, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereofin strict confidence; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that notwithstanding anything to the contrary in the Confidentiality Agreement, Parent and the Company shall not be required to provide access to may issue press release(s) or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or make other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential public announcements in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)7.3. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier earliest to occur of (x) the Closing or (y) the date on which this Agreement is terminated in accordance with its terms and the Effective Timepursuant to Section 12.1, the Company shallwill, and shall will cause each of its Subsidiaries to, during regular business hours and upon reasonable request give Purchaser and its authorized representatives (iincluding its employees and accounting and legal representatives) provide reasonable access to Parent and Parent’s Representatives accessall books, at reasonable times upon prior noticerecords, to the officerskey personnel, employeesindependent accountants, agents, propertieslegal counsel, offices and other facilities and properties of the Company and each of its Subsidiaries and other things reasonably related to the books and records thereofBusiness; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company (i) any such access shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable Law or which are subject to attorney-client privilege, and (iii) Purchaser shall not negotiate with any customer or supplier or other material business relation of the Company or any of its Subsidiaries regarding their respective relationships with the Company and its Subsidiaries without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Purchaser shall not otherwise be prohibited from speaking with any such Persons so long as Purchaser consults with the Company in good faith regarding such conversations. (b) All Any confidential information provided to, or obtained by by, Purchaser from the parties pursuant to this Section 7.04 Company, any of its Subsidiaries or any of their respective representatives shall be kept confidential in accordance with subject to the terms and conditions of that certain Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure , dated as of any such information provided or made available pursuant to this Section 7.04 by its RepresentativesJuly 20, except for any such Representative who is not one of Parent’s or its Affiliates’ directors2012, members, partners, officers or employees between Mac Acquisition and who has agreed to be bound by Purchaser (the confidentiality and use terms of the “Confidentiality Agreement (and any other terms which are applicable to such RepresentativeAgreement”). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, (i) provide to afford the officers, employees and agents of Parent and Parent’s Representatives access, Merger Sub reasonable access at reasonable times and upon prior notice, notice to the officers, employees, agents, properties, offices offices, plants and other facilities facilities, books and records of the Company and its Subsidiaries each Subsidiary, and to the books shall furnish Parent and records thereof; (ii) furnish promptly to Parent Merger Sub with such information concerning the businessfinancial, properties, contracts, assets, liabilities, personnel operating and other aspects of the Company data and its Subsidiaries information as Parent or its Representatives Merger Sub, through their officers, employees or agents, may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) From the date hereof until the Effective Time, Parent shall, and shall cause Merger Sub and the officers, directors, employees, auditors and agents of Parent and Merger Sub to, afford the officers, employees and agents of the Company reasonable access at reasonable times and upon prior notice to the officers, employees, agents, properties, offices, plants and other facilities, books and records of Parent and Merger Sub, and shall furnish the Company with such financial, operating and other data and information as the Company, through its officers, employees or agents, may reasonably request. (c) All information obtained by the parties Company, Parent or Merger Sub pursuant to this Section 7.04 shall be kept confidential in accordance with subject to the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed Merger Sub agree to be bound by the confidentiality and use terms Confidentiality Agreement on the same basis as the subsidiary of Parent that is a party to the Confidentiality Agreement (and any other terms which are applicable to such Representative)Agreement. (cd) No investigation pursuant to this Section 7.04 or otherwise shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until to the Effective Time or the earlier termination of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeAgreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best effects to cause its Subsidiaries Subsidiaries, officers, directors and representative to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, consistent with applicable Law (i) provide to Parent including any applicable COVID-19 Measures), so long as such access does not jeopardize the health and Parent’s Representatives accesssafety of any employee of the Company or its Subsidiaries, at reasonable times upon prior noticeand solely for the purpose of consummating the Merger or the other transactions contemplated herein, to the its officers, employees, agents, properties, offices offices, other facilities and books and records, and shall furnish Parent with all financial, operating and other facilities of the Company data and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may shall reasonably request, providedrequest in writing (it being agreed, however, that the Company foregoing shall not permit Parent or its 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 and, provided, that neither the Company nor any of its Subsidiaries shall be required to provide access to prepare, produce, compile or disclose furnish any such data or information if such access that is not already being prepared, produced or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of compiled by the Company or any of its Subsidiariessuch Subsidiary, (B) violate any Contract entered into prior to as the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; providedcase may be, in each case the ordinary course of (Abusiness, and any such data or information may be delivered in the form in which it is ordinarily maintained), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to unreasonably interfere result in any significant interference with the business or operations of the Company or its SubsidiariesSubsidiaries 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 provide access to or to disclose information, books and records, or other data or materials 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 the Company or any such Subsidiary or (iii) violate any applicable Law. (b) All Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information obtained concerning the Company, the Principal Stockholder and the Company’s Subsidiaries furnished to Parent and Merger Sub, in connection with the Merger and the other transactions contemplated by the parties pursuant to this Section 7.04 shall be kept confidential Agreement, in accordance with the Mutual Confidentiality Agreement. Parent , dated December 10, 2020, between Quikrete Holdings, Inc. and the Company (the “Confidentiality Agreement”), which shall be responsible for any unauthorized disclosure of any such information remain in full force and effect in accordance with its terms until the Closing, at which time the Confidentiality Agreement shall terminate; provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by that notwithstanding the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representationAgreement, warranty, covenant or agreement in this Agreement of any party hereto or any condition upon written notice to the obligations of Company, Parent may provide such documents and information to the parties heretoDebt Financing Sources subject to customary confidentiality arrangements with such Persons regarding such information.

Access to Information; Confidentiality. (a) Except The Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and employees to (i) provide to Parent and its Representatives reasonable access, at normal business hours and upon prior notice, to the officers, employees, Representatives, properties, offices, other facilities and Contracts, Tax Returns and other books and records of the Company and its Subsidiaries and (ii) furnish promptly such information, including all financial, operating and other data and information, concerning the Company and its Subsidiaries as otherwise prohibited Parent may reasonably request, in each case in a manner so as to not unreasonably disrupt or impair the business or operations of the Company or any of its Subsidiaries. Nothing herein shall require the Company or any of its Subsidiaries to provide such access or information to the extent the Company determines, in its good faith judgment (after consultation with outside counsel), that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work-product doctrine or similar privilege held by the Company or any of its Subsidiaries (provided, that the Company or applicable Subsidiary will enter into a joint defense agreement with Parent if requested with respect to any such information), (B) would reasonably be expected to violate any applicable Law or any confidentiality obligation pursuant to any binding agreement entered into prior to the terms date of any Contract this Agreement to which the Company or any of its Subsidiaries is subject a party, or owing to a third party (provided, provided that the Company shall use its have used reasonable best efforts to promptly obtain the consent of such third party to provide such information, if requested), or (C) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any consent required committee or subcommittee thereof) related to the Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith. Parent shall use reasonable efforts to ensure that any request for access made by Parent or its Representatives hereunder shall be made by initially contacting the Company’s Chief Financial Officer. (b) Information disclosed under such contract this Section 5.3 and otherwise pursuant to this Agreement shall be governed under the terms and conditions of the letter agreement regarding confidentiality, dated April 1, 2016, between the Company and Apollo Management VIII, L.P., including any amendment or agreement in order addendum thereto (the “Confidentiality Agreement”). The Company agrees that it may comply will treat any documents and information concerning the Parent Associated Parties furnished or otherwise made available to the Company, its Subsidiaries or their respective Representatives in connection with the terms of this Section 7.04(a)), from Transactions as if it was “Confidential Information” under the date of Confidentiality Agreement and as if the use and disclosure restrictions thereunder applied to the Company. (c) Nothing contained in this Agreement until shall give Parent, directly or indirectly, rights to control or direct the earlier operations of the date on which this Agreement is terminated in accordance with Company or any of its terms and Subsidiaries before the Effective Time. Before the Effective Time, the Company shall, consistent with the terms and shall cause its Subsidiaries toconditions of this Agreement, (i) provide to Parent exercise complete control and Parent’s Representatives access, at reasonable times upon prior notice, to supervision over the officers, employees, agents, properties, offices and other facilities operations of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or and the terms of any Contract to which Confidentiality Agreement, the Company or any shall, and shall cause each of its Subsidiaries is subject (provided, that the Company shall use Subsidiaries to, (i) provide Parent and its Representatives reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)access (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance notice, during the period from the date of this Agreement until the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide pursuant to Parent and Parent’s Representatives access, at reasonable times upon prior noticeSection 8.01, to the officers, employees, agentsCompany’s offices, properties, offices books and other facilities records, contracts, and Company designated personnel, in each case for any reasonable business purpose related to the consummation of the transactions contemplated herein and (ii) cooperate with Parent and promptly provide any reasonable information and any assistance as Parent may reasonably request in connection with (A) the consummation of the transactions contemplated by this Agreement, including with respect to the integration of the business of the Company and its Subsidiaries with the business of Parent and to its Subsidiaries and (B) the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects matters set forth in Section 6.04 of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, Disclosure Letter; provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the applicable Company Entity and in such a manner as not to unreasonably interfere with the normal operation of the business or operations of the Company Entities, and (B) the Company may withhold from Parent or its SubsidiariesRepresentatives any document or information that the Company reasonably believes (w) is subject to the terms of a confidentiality agreement with a third party or another contract otherwise restricting such access (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to disclose such document or information), (x) is subject to any attorney-client or other legal privilege (provided that the Company shall use its commercially reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), (y) is commercially sensitive (provided that, to the extent not prohibited by applicable Law, the Company will use its commercially reasonable efforts to provide such access pursuant to a customary “clean team” arrangement with Parent) or (z) disclosure of such document or information to Parent or its Representatives would violate any Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate 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 6.04 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. (b) All Each of Parent and Merger Sub agrees that it shall not, and shall cause their respective Affiliates and Representatives not to, prior to the Effective Time, use any information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible 6.04 for any unauthorized disclosure of any such information provided competitive or made available pursuant other purpose unrelated to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms consummation of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Merger. (c) No investigation All documents and information exchanged pursuant to this Section 7.04 6.04 shall affect any representationbe subject to the letter agreement, warrantydated as of October 27, covenant or agreement in this Agreement 2017, between the Company and Lyondell Chemical Company (the “Confidentiality Agreement”), as if each of any party hereto or any condition Parent and Merger Sub were subject to the obligations of Lyondell Chemical Company under the parties heretoConfidentiality Agreement. If this Agreement is terminated pursuant to Section 8.01, the Company, on the one hand, and Parent and Merger Sub on behalf of Lyondell Chemical Company, on the other hand, agree that the Confidentiality Agreement shall automatically be deemed to be amended and restated such that (i) paragraph 6 of the Confidentiality Agreement shall remain in effect for twelve (12) months after the date of such termination, as if the Parties had never entered into this Agreement, and (ii) the other provisions of the Confidentiality Agreement shall remain in effect for two (2) years after such termination, in each case, as if the Parties had never entered into this Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Timelast Delivery Date, the Company shall, and shall cause its Subsidiaries to, Seller will (i) provide to Parent give Buyer, its counsel, financial advisors, auditors and Parent’s Representatives access, at reasonable times upon prior notice, other authorized representatives full access to the officers, employees, agentsextent related to the Purchased Assets to the offices, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; of Seller relating to the Purchased Assets, (ii) furnish promptly to Parent such information concerning the businessBuyer, propertiesits counsel, contractsfinancial advisors, assets, liabilities, personnel auditors and other aspects of authorized representatives such financial and operating data and other information relating to the Company and its Subsidiaries Purchased Assets as Parent or its Representatives such Persons may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; request and (iii) instruct its Representatives the employees, counsel, accountants and financial advisors of Seller to reasonably cooperate with Parent Buyer in its investigation of the Purchased Assets and its Representatives securitization of the Purchased Assets. Any investigation pursuant to this Section shall be conducted in their investigationsuch manner as not to interfere with the conduct of the business of Seller. Notwithstanding the foregoing, Buyer shall not have access to any such investigation shall be conducted in such a manner as confidential portions of any Manufacturer's agreements including, without limitation, the provisions which do not to unreasonably interfere continue with the business Aircraft (including, without limitation, provisions relating to purchase price or operations of the Company payment terms). No investigation by Buyer or its Subsidiariesother information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. (b) All After the respective Delivery Date, Seller and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information obtained by concerning the parties pursuant Purchased Assets, except to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any extent that such information provided or made available pursuant can be shown to this Section 7.04 have been (i) previously known on a nonconfidential basis by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.Seller,

Access to Information; Confidentiality. NFI and its Subsidiaries shall afford to the Investors and to the respective officers, directors, employees, Affiliates, financing sources and authorized advisors, representatives and other agents of the Investors reasonable access during the period prior to the Closing Date to all of its properties, facilities, books, contracts, commitments, records, data, systems, personnel, consultants, auditors and advisors and, during such period, NFI and its Subsidiaries shall furnish to the Investors and to their respective officers, directors, employees, Affiliates, financing sources and authorized advisors, representatives and other agents such information concerning its business, properties, financial condition, operations and personnel as the Investors may from time to time reasonably request. Notwithstanding the foregoing, NFI and its Subsidiaries shall not be obligated to disclose (ai) Except as otherwise prohibited by applicable Law any information that in the reasonable judgment of NFI, would result in the loss of attorney-client privilege or the terms other legal privilege with respect to such information or (ii) any information that would result in a breach of any Contract an agreement to which the Company NFI or any of its Subsidiaries is subject (provideda party. In addition, that notwithstanding the Company shall use foregoing, in fulfilling its reasonable best efforts to promptly obtain any consent required obligations under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)6(g), from the date neither NFI nor any of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide violate any applicable Law. The Investors agree that their access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably interfere with the business or operations of the Company or NFI and its Subsidiaries. (b) . All requests for access or information obtained by the parties pursuant to this Section 7.04 6(g) shall be kept confidential in accordance with directed to such person or persons as NFI shall designate. Without limiting the terms thereof, the Confidentiality Agreement. Parent Agreements shall be responsible for any unauthorized disclosure govern the obligations of the respective Investors party thereto and their respective officers, directors, employees, Affiliates, financing sources and authorized advisors, representatives and other agents with respect to all information of any such information provided type furnished or made available to them pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative6(g). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. Upon reasonable notice, the Company shall (aand shall cause each of its Subsidiaries to) Except as otherwise prohibited by applicable Law or afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access (at Parent’s sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any Contract reasonable business purpose related to the consummation of the transactions contemplated hereby; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) to the Company its Subsidiaries violate applicable Law (including any COVID Measures) or the provisions of any agreement to which the Company or any of its Subsidiaries is subject a party, (providedii) jeopardize any attorney-client or other legal privilege or (iii ) such information is reasonably pertinent to any adverse Action between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided that, with respect to clauses (i) through (ii) above, the Company shall use its reasonable best efforts to promptly obtain allow for such access or disclosure in a manner that does not result in any consent required under such contract violation or agreement in order jeopardy, as applicable; provided, further, that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (iA) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, any physical access to the officers, employees, agents, properties, offices information and other facilities personnel of the Company and its Subsidiaries and may be limited to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of extent the Company and its Subsidiaries as Parent in good faith determines, in light of COVID-19 or its Representatives may reasonably request, provided, howeverany COVID Measures, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) reasonably be expected to jeopardize the health and safety of any attorney-client privilege, work product doctrine or other applicable privilege employee of the Company or any of its Subsidiaries, Subsidiaries and (B) violate any Contract entered into prior to the date of this Agreement, Law nothing herein shall authorize Parent or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding undertake any environmental testing involving sampling of soil, groundwater, or similar invasive techniques at any of the foregoingproperties owned, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business operated or operations of leased by the Company or its Subsidiaries. (b) All information obtained by the parties . No investigation or access permitted pursuant to this Section 7.04 6.4 shall affect or be kept confidential deemed to modify any representation or warranty made by the Company hereunder. Parent will use its reasonable best efforts to minimize any disruption to the business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4. Parent acknowledges and agrees that it is not authorized to, and will not, and will cause its Representatives not to, contact any Person it knows to be a customer, supplier, distributor, lessor, partner, lender or other business relation of the Company or any of its Subsidiaries prior to the Closing in accordance connection with the transactions contemplated hereby without the prior written consent of the Company, and, in the event such consent is granted, such contacts must be coordinated and supervised by the Company. The Confidentiality Agreement. Parent Agreement shall be responsible for any unauthorized disclosure of any such apply with respect to information provided or made available pursuant to this Section 7.04 furnished by the Company, its RepresentativesSubsidiaries and the Company’s officers, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Representatives hereunder. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or and the terms of any Contract to which Confidentiality Agreement, the Company or any shall, and shall cause each of its Subsidiaries is subject (provided, that the Company shall use Subsidiaries to, (x) provide Parent and its Representatives reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)access (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance written notice, during the period from the date of this Agreement until the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms and the Effective Timepursuant to Section 7.01, to the Company shallEntities’ properties, books and records, Contracts, and shall cause personnel, in each case for any reasonable business purpose (including transition and integration planning) related to the consummation of the transactions contemplated by this Agreement and (y) furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its Subsidiaries tobusiness, properties, Contracts and personnel as Parent may reasonably request (including information for the purpose of transition and integration planning); provided, however, that: (i) provide to Parent and any such access shall be conducted at Parent’s Representatives accessexpense, at a reasonable times upon prior noticetime, under the supervision of appropriate personnel of the applicable Company Entity and in such a manner as not to unreasonably interfere with the officers, employees, agents, properties, offices and other facilities normal operation of the business of the Company and its Subsidiaries and to the books and records thereofEntities; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as may withhold from Parent or its Representatives may reasonably request, provided, however, any document or information (A) that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilegereasonably believes, work product doctrine or other applicable privilege of the Company or any of its Subsidiariesafter consultation with outside counsel, (B) violate any Contract entered into prior is subject to the date terms of this Agreement, Law or Order, or (C) give a confidentiality agreement with a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; restricting such access (provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause obtain the consent of the third party or implement appropriate procedures to enable the disclosure of such information), (B) is subject to any attorney-client or other legal privilege (provided, that the Company, upon the written request of Parent, shall use its commercially reasonable efforts to allow the disclosure of such document or information to be provided (or as much of it as possible) in a manner that would does not result in such jeopardy a loss of attorney-client or violation other legal privilege), (C) is commercially sensitive (as determined in the Company’s reasonable discretion) or third party right; and (iiiD) instruct the access to which by Parent or its Representatives would violate any applicable Law (provided, that the Company, upon the reasonable written request of Parent, shall use its commercially reasonable efforts to reasonably cooperate with Parent and its Representatives provide such access or make such disclosure in their investigationa manner that does not violate applicable Law). Notwithstanding anything contained in this Agreement to the foregoingcontrary, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company shall not be required to provide any access or its Subsidiaries. (b) All information obtained by the parties make any disclosure to Parent pursuant to this Section 7.04 shall be kept confidential in accordance with 5.03 to the Confidentiality Agreementextent such access or information is reasonably pertinent to a litigation where the Company or any Company Subsidiary, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. Parent shall be responsible for any unauthorized disclosure of any such information provided No investigation or made available access permitted pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 5.03 shall affect or be deemed to modify any representation, warranty, covenant or agreement in made by the Company hereunder. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.01, except as may be required by Law, each Party shall (and shall cause its Representatives to) use reasonable best efforts to cooperate in planning the restructuring and integration of the Company Entities and their respective businesses, on the one hand, with Parent and its Subsidiaries and their respective businesses, on the other hand. 829649.04-LACSR01A - MSW (b) Each of Parent and Merger Sub agrees that it shall not, and shall cause its respective Subsidiaries, and shall direct and use its reasonable best efforts to cause its Representatives not to, prior to the Effective Time, use any party hereto Confidential Information (as defined in the Confidentiality Agreement) obtained pursuant to this Section 5.03 for any competitive or any condition other purpose unrelated to the consummation of the Merger. (c) All documents and information exchanged pursuant to this Section 5.03 shall be subject to the letter agreement, dated as of July 9, 2018, between the Company and Parent (the “Confidentiality Agreement”), as if each of Parent and Merger Sub were subject to the obligations under the Confidentiality Agreement. Notwithstanding anything herein to the contrary, the Parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the parties heretoextent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract Subject to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)5.6(b), from during the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeInterim Period, the Company Issuer and APLD shall, and shall cause its Subsidiaries the Group Companies and the APLD Group, solely to the extent related to the Business, to, (i) provide to Parent the Purchaser and Parent’s its Representatives access, at with reasonable times upon prior notice, access during normal business hours to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the assets, books and records thereofrelating to the Group Companies and the Business as the Purchaser or its Representatives shall reasonably request from time to time; (ii) subject to applicable Law, furnish promptly or make available to Parent the Purchaser and its Representatives such financial and operating data and such other information concerning the business, properties, contractsContracts, assets, liabilities, liabilities and personnel and other aspects of the Company Group Companies and its Subsidiaries the Business as Parent either the Purchaser or its Representatives may reasonably request, provided, however, that the Company shall not be required request from time to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreementtime; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives the employees, counsel and financial advisors of the Group Companies and of the Business to reasonably cooperate with Parent the Purchaser in its investigation of the Group Companies and the Business; and (iv) provide the Purchaser, on a case-by-case basis, with any material updates in respect of developments and/or new opportunities in respect of the HPC Segment and the HPC Assets (including the Specified Properties); provided, that the exercise of the foregoing shall right shall at all times be subject to compliance with Law if such Group Company reasonably believes that the information requested by the Purchaser or its Representatives is subject to confidentiality obligations to third parties in their investigation. Notwithstanding effect as of the foregoingEffective Date or the disclosure of such information would result in the loss of attorney-client privilege or subject each Group Company to the risk of liability; provided, any such investigation further, that in the exercise of the foregoing rights, the Purchaser shall be conducted in such a manner as not, and shall cause its Representatives not to unreasonably to, unduly interfere with the business or operations operation and conduct of the Business. If any material is withheld by any Group Company or any member of the APLD Group pursuant to the preceding sentence, the Issuer shall give notice to the Purchaser as to the general nature of what is being withheld and use reasonable best efforts to find alternative ways to disclose the applicable information without violating such agreement, privilege or Law. Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall limit the Purchaser or its SubsidiariesAffiliates’ rights to seek discovery as permitted by any court of competent jurisdiction in connection with any Legal Proceedings commenced under the terms of this Agreement. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use The terms of the Confidentiality Agreement are incorporated into this Agreement by reference and shall continue in full force and effect (and all obligations thereunder shall be binding upon the Purchaser as if parties thereto) until the Closing, at which time the Confidentiality Agreement shall terminate; provided, that the Purchaser and its Affiliates and their respective Representatives shall be permitted to disclose Confidential Information (as defined in the Confidentiality Agreement): (i) which, at the time of its use or disclosure is, through no fault of the Purchaser or its Affiliates or their respective Representatives in violation of the terms hereof or any other terms which are applicable obligation of confident with respect to such Representative). Person, part of the public domain by publication or otherwise; (cii) No investigation which is required or requested to be disclosed by such Person pursuant to this Section 7.04 shall affect any representationapplicable Law or Order or Governmental Authority, warrantyin which case, covenant or agreement in this Agreement of any party hereto or any condition such Person must give written notice to the obligations other Parties prior to any such disclosure to the extent permitted by Law (provided, that no such notice shall be required if such disclosure is a result of a customary regulatory audit or request or requirement from a bank examiner, regulatory authority or self-regulatory authority in the parties heretoOrdinary Course of a broad based examination or inspection not specific to the Transactions); (iii) to any direct or indirect lender, financing source, insurer, limited partners, shareholders or existing or prospective investors who have a need to know, in each case to the extent such recipients are bound by a duty of confidentiality with respect to such Confidential Information; and (iv) to which the other Parties have given prior written approval to the disclosure or use. If for any reason the Closing does not occur, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Except From the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the Company shall, and shall cause the Company Subsidiaries to (i) provide to Parent and Merger Sub and their respective Representatives reasonable access, during normal business hours in such a manner as otherwise prohibited by applicable Law or not to interfere unreasonably with the terms operation of any business conducted by the Company and the Company Subsidiaries, and upon reasonable prior written notice to the Company, to the officers, employees, properties, Company Permits, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (ii) use commercially reasonable efforts to furnish to Parent and Merger Sub and their respective Representatives, during normal business hours upon prior reasonable notice such information concerning the business, properties, Contracts, Company Permits, personnel, books and records (including Tax records), assets and liabilities of the Company and the Company Subsidiaries as Parent or Parent’s Representatives may reasonably request; provided that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes, in its reasonable good faith judgment, that doing so would (A) result in the loss of attorney-client, work product or other 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 such effective Contract to which the Company or any Company Subsidiary is a party (provided that the Company will use its reasonable best efforts to obtain the approval of the counterparty to each such Contract which is a Company Material Contract (or which would be a Company Material Contract if entered into as of the date hereof) to permit the Parent and the Parent’s Representatives access to the same), (C) violate any applicable Law (including Competition Laws and any COVID-19 Measures), or (D) to the extent the Company reasonably determines in good faith, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries is subject (Subsidiaries; provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information (or portions of such information) to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding violate any of the foregoing, . Any access to the properties of the Company or any such investigation of its Subsidiaries or investigations conducted by Parent or Merger Sub pursuant to this Section 6.2 shall (1) be conducted in such a manner as that does not to unreasonably interfere with the conduct of the business or operations of the Company or any Company Subsidiaries or create a reasonably likely risk of damage or destruction to any property or assets of the Company or any Company Subsidiaries, (2) be subject to the Company’s reasonable security measures and insurance requirements, and (3) not include the right to perform invasive testing without the Company’s prior written consent, in its Subsidiariessole discretion. Nothing in this Section 6.2 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals or opinions. (b) All Each of Parent and Merger Sub hereby agrees that all information obtained by provided to it or any of their Representatives in connection with this Agreement and the parties pursuant to this Section 7.04 consummation of the transactions contemplated hereby shall be kept confidential deemed to be “Confidential Information,” as such term is used in, and shall be treated in accordance with with, the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure , dated as of any such information provided or made available pursuant to this Section 7.04 by its RepresentativesDecember 16, except for any such Representative who is not one of Parent’s or its Affiliates’ directors2021, members, partners, officers or employees between the Company and who has agreed to be bound by Balmoral Funds LLC (the confidentiality and use terms of the “Confidentiality Agreement (and any other terms which are applicable to such RepresentativeAgreement”). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, except as prohibited by applicable Law, the Company shall, and shall cause its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Subsidiaries to, (i) provide to afford the officers, employees and other Representatives of Parent and Parent’s Representatives access, at Purchaser reasonable times upon prior notice, access during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities facilities, books and records of the Company and its Subsidiaries each Subsidiary, and to the books shall furnish Parent and records thereof; (ii) furnish promptly to Parent Purchaser with such information concerning the businessfinancial, properties, contracts, assets, liabilities, personnel operating and other aspects of the Company data and its Subsidiaries information as Parent or its Representatives Purchaser, through their officers, employees or agents, may reasonably request, ; provided, however, that the Company shall not be required may withhold, and may cause its Subsidiaries to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiarieswithhold, (Ba) violate any Contract entered into prior document or information to the extent specifically required by the terms of a confidentiality agreement with a Third Party in effect on the date of this Agreement, Law or Order, Agreement or (Cb) give a third party such portions of documents or information relating to pricing or other matters that are highly sensitive if the right exchange of such documents (or portions thereof) or information, as determined by the Company's counsel, might reasonably result in antitrust difficulties for the Company or its Affiliates. If any material is withheld by the Company pursuant to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (ASection 5.03(a), (B) and (C), that the Company shall use inform Parent as to the general nature of what is being withheld. In connection with the access contemplated by this Section 5.03(a), Parent shall, and shall cause its commercially reasonable efforts to cause such information to be provided Representatives to, act in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner so as not to unreasonably interfere with the business or operations of the Company or any of its Subsidiaries. (b) All information obtained by the parties Parent or Purchaser pursuant to this Section 7.04 5.03(b), shall be kept confidential in accordance with the confidentiality agreement, dated August 17, 2012, (the “Confidentiality Agreement. ”), between Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Company. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or During the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), period from the date of this Agreement until through the earlier of the date on which First Closing or the termination of this Agreement is terminated in accordance with its terms and the Effective Timeterms, the Company shall, and shall cause its Subsidiaries to, (i) provide afford the Purchaser and its Representatives full and free access to Parent and Parent’s Representatives accessthe right to inspect all of the properties, at reasonable times upon prior noticeassets, premises, books and records, Contracts and other documents and data related to the officersCompany and its Subsidiaries, employees(ii) furnish the Purchaser and its Representatives with such financial, agents, properties, offices operating and other facilities data and information related to the Company and its Subsidiaries as the Purchaser or any of its Representatives may reasonably request and (iii) instruct the Representatives of the Company and its Subsidiaries and to cooperate with the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects Purchaser in its investigation of the Company and its Subsidiaries as Parent or Subsidiaries. In exercising its Representatives may reasonably requestrights hereunder, provided, however, that the Company Purchaser shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner conduct itself so as not to unreasonably interfere with in the business or operations conduct of the Company or Company’s and its Subsidiaries’ businesses. (b) All From and after the First Closing, without the prior written consent of the Purchaser, the Owner shall not, directly or indirectly, disclose (and will direct its representatives not to disclose) any Confidential Information. Prior to the First Closing, without the prior written consent of the Owner, the Purchaser shall not, directly or indirectly, disclose (and will direct its representatives not to disclose) any Confidential Information. The term “Confidential Information” means any information obtained by of or relating to the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s Company or its Affiliates’ directorsSubsidiaries not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, membersprinted, partners, officers electronic or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know- how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, patient information, patient lists and supplier lists. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Time or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provideddate, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a))if any, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the Effective Timereasonable restrictions imposed from time to time upon advice of counsel, the Company shallwill, and shall will cause each of its Subsidiaries to, (i) provide to Parent Buyer (and Parent’s Representatives accessits officers, at reasonable times upon prior notice, to the officersdirectors, employees, agentsaccountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours to the Company’s and its Subsidiaries’ properties, offices including for the purpose of conducting environmental assessments and investigations of the Real Properties (including, without limitation, Phase II assessments as required by the lenders providing the Debt Financing), books, Contracts and records and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning as Buyer may reasonably request regarding the business, properties, contracts, assets, liabilities, personnel employees and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably requestSubsidiaries, including the monthly financial statements customarily provided to the Company’s management with respect to comparable store sales, profit and loss, capital expenditures and EBITDA; provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would documents which would, in the reasonable judgment of the Company, (Ai) jeopardize breach any agreement with any third party, (ii) constitute a waiver of the attorney-client privilege, work product doctrine or other applicable privilege of held by the Company or any of its Subsidiaries(it being agreed that, (B) violate any Contract entered upon Buyer’s reasonable request, Buyer and the Company shall enter into prior to the date of this Agreement, Law or Ordera mutually acceptable joint defense agreement), or (Ciii) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreementotherwise violate any applicable Laws; and provided, in each case of (A), (B) and (C)further, that the Company foregoing shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy permit Buyer or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not thereof to unreasonably interfere with or disrupt the business or and operations of the Company Company; and provided, further, that, except for Phase II environmental assessments as required by the lenders providing the Debt Financing, Buyer shall not conduct any intrusive or its Subsidiariesother testing or sampling at or of any Real Property without reasonable basis therefor and the express written consent of the Company, which consent shall not be unreasonably withheld. (b) All information obtained by the The parties pursuant shall comply with, and shall cause their respective Representatives to this Section 7.04 shall be kept confidential in accordance with comply with, all of their respective obligations under the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a1) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement hereof until the earlier of the date on which this Agreement is terminated in accordance with its terms Effective Time and the Effective Timetermination of this Agreement, subject to applicable Law and any COVID Measures that may be in place, the Company shall, and shall cause its Subsidiaries and shall cause their respective directors, officers and Employees to, and shall direct its independent auditors, financing sources, advisers, consultants and agents to, upon reasonable prior notice during normal business hours: (ia) provide give the Purchaser and its Representatives, consultants and independent contractors reasonable access (during normal business hours) to Parent its and Parent’s Representatives accessits Subsidiaries' offices, at reasonable times upon prior notice, to the officers, employees, agentspremises, properties, offices assets, senior personnel, Contracts and books and records (including continuing access to the Data Room), and (b) furnish to the Purchaser and its Representatives, consultants, and independent contractors such financial and operating data and Company Data or other facilities information with respect to the assets or business of the Company or its Subsidiaries as the Purchaser may reasonably request, in the case of each of clauses (a) and (b) to the extent reasonably necessary in connection with the consummation of the transactions contemplated by the Agreement or for integration planning purposes; provided that the Company's compliance with any request under this Section 4.5(1) shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and shall be subject to the books and records thereof; any COVID-19 Measures then in effect. (ii2) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of This Section 4.5 shall not require the Company and or its Subsidiaries as Parent to permit any access, or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access that is Excluded Information or disclosure would that, in the reasonable good faith judgment of the Company, after consultation with outside legal counsel, may reasonably be expected to cause any violation of any Law or cause any privilege (A) jeopardize any including attorney-client privilege, work product doctrine or other applicable privilege of ) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information; provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Company, after consultation with outside legal counsel) be managed through the use of customary “clean-room” or other arrangements reasonably acceptable, and not unduly burdensome, to the Company. (3) Notwithstanding anything to the contrary herein or in the Non-Disclosure Agreement, Parent and Purchaser shall be permitted to disclose confidential information that is subject to the Non-Disclosure Agreement in connection with the arrangement of any Covered Financing, including to ratings agencies and prospective lenders and investors; provided that (a) such disclosure occurs in accordance with customary market practice for the dissemination of its Subsidiariessuch information to such recipients (which may include, without limitation, customary “click through” confidentiality undertakings by prospective lenders and investors), (Bb) violate the Company has been afforded a reasonable opportunity to review any Contract entered into such information prior to its dissemination and (c) the date recipient is subject to customary confidentiality obligations with respect to such information. (4) Each Party acknowledges that the Non-Disclosure Agreement continues to apply and, in the case of the Company, that any information provided under Section 4.5(1) above that is non-public in nature shall be subject to the terms of the Non-Disclosure Agreement; provided that to the extent any provision of the Non-Disclosure Agreement conflicts with the terms of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date terms of this Agreement; provided, in each case of (A), (B) and (C), that the Company Agreement shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesprevail. (b5) All information obtained Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement Company in this Agreement of any party hereto or any condition to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from Between the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeClosing Date, the Company Seller shall, during ordinary business hours and shall upon reasonable notice, cause its Subsidiaries to, the Companies to (i) provide give the Buyer and the Buyer's Representatives reasonable access to Parent and Parent’s Representatives accessall of their respective books, at reasonable times upon prior noticerecords, to the officerspersonnel, employees, agents, propertiesplants, offices and other facilities of and properties to which the Company Buyer is permitted access by Law and its Subsidiaries permit the Buyer to make such reasonable inspections thereof and to inquiries as the books and records thereofBuyer may reasonably request; (ii) cause their respective officers and advisors to furnish promptly to Parent the Buyer with such information concerning the business, properties, contracts, assets, liabilities, personnel operating data and other aspects of information as the Company and its Subsidiaries as Parent or its Representatives Buyer may from time to time reasonably request; and (iii) cause their respective officers and advisors to furnish the Buyer a copy of each material report, schedule or other document filed or received by them with or from NYSPSC or FERC; provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation access and inspections shall be conducted in such a manner as not to interfere unreasonably interfere with the business or operations operation of the businesses of the Companies or any on-going proceeding before any Governmental Authority, (B) the Buyer will indemnify and hold harmless the Seller, its Affiliates and their respective Representatives from and against any costs, damages, losses, expenses or other Liabilities incurred by the Seller, its Affiliates or their respective Representatives, including the Companies, resulting from personal injury or property damage caused by the Buyer's Representatives while present at either of the Companies, any Applicable Facility or other premises to which the Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) the Seller shall not be required to cause the Companies to take any action which would constitute or result in a waiver of the attorney-client privilege and (D) the Seller shall not be required to cause the Companies to supply the Buyer with any information which the Seller or either Company is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (1) the Buyer will not have access to personnel and medical records if such access could, in the Seller's good faith judgment, subject the Seller or its Subsidiarieseither Company to risk of Liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996, and (2) any investigation of environmental matters by or on behalf of the Buyer will be limited to visual inspections and site visits; provided, that the Buyer's indemnification obligations under Section 9.2(b) and the Seller's indemnification obligations under Section 9.2(a) shall not be affected by the results of any such visual inspections and site visits, and the Buyer will not have the right to perform or conduct any sampling or testing at, in, on, or underneath any of the facilities or properties of the Companies prior to the Closing. (b) All information furnished to or obtained by the parties Buyer and the Buyer's Representatives pursuant to this Section 7.04 7.2 shall be kept confidential in accordance with subject to the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms provisions of the Confidentiality Agreement and shall be treated as "Evaluation Material" (and any other terms which are applicable to such Representative)as defined in the Confidentiality Agreement) until the Closing. (c) No investigation For a period of seven (7) years after the Closing Date, the Seller and the Seller's Representatives shall have reasonable access to all of the books and records of the Companies containing information relating to the period prior to the Closing to the extent that such access may reasonably be required by the Seller in connection with matters relating to or affected by the operation of the Companies prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. If the Buyer shall desire to dispose of any such books and records prior to the expiration of such seven (7)-year period, the Buyer shall, prior to such disposition, give the Seller a reasonable opportunity, at the Seller's expense, to segregate and remove such books and records as the Seller may select. (d) For a period of two (2) years from and after the Closing Date (and with respect to the matters set forth in Section 6.3(c) of the Buyer Disclosure Schedules from and after the date of this Agreement), except as required by any applicable Law, Governmental Authority, or applicable stock exchange rule, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, disclose to any Person or use any information provided to the Buyer or any of its Affiliates pursuant to this Section 7.04 the Confidentiality Agreement not then in the public domain or generally known in the industry, in any form, acquired prior to the Closing Date (or after the Closing in connection with the Transition Services Agreement or the other post-Closing actions contemplated hereby or thereby) and relating to the Business, the Applicable Facilities or the Companies (collectively, "Buyer Protected Information"). Notwithstanding the foregoing, if after the Closing it becomes necessary for the Seller or any of its Affiliates (other than the Companies) to use Buyer Protected Information that is imbedded with other information of the Seller or any of its Affiliates in the ordinary course of its business and operations and such Buyer Protected Information cannot be reasonably separated or segregated from such other information, then such Buyer Protected Information may be used by the Seller or its Affiliate in the ordinary course of its business and operations. (e) For a period of two (2) years from and after the Closing Date, except as required by any applicable Law, Governmental Authority, or applicable stock exchange rule, the Buyer shall affect not, and shall cause its Affiliates (including the Companies) not to, directly or indirectly, disclose to any representationPerson or use any information provided to the Buyer or any of its Affiliates pursuant to the Confidentiality Agreement not then in the public domain or generally known in the industry, warrantyin any form, covenant acquired prior to the Closing Date (or after the Closing Date in connection with the Transition Services Agreement or the other post-Closing actions contemplated hereby or thereby) and relating to the businesses and operations of the Seller and its Affiliates (other than the Companies) (collectively, "Seller Protected Information"). Notwithstanding the foregoing, ifafter the Closing, it becomes necessary for the Buyer or any of its Affiliates to use Seller Protected Information that is imbedded with other information of the Buyer or any of its Affiliates in the ordinary course of its business and operations and such Seller Protected Information cannot be reasonably separated or segregated from such other information, then such Seller Protected Information may be used by the Buyer or its Affiliate in the ordinary course of its business and operations. (f) Upon the Buyer’s request, the Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to enforce, on behalf of and for the benefit of the Companies, the terms of any confidentiality agreement with any Person (other than Buyer or any of its Affiliates) relating to the transactions described in such confidentiality agreement comparable to the transactions contemplated by the Confidentiality Agreement. (g) The parties to this Agreement of any party hereto or any condition to the obligations acknowledge that TransCanada Corporation, an Affiliate of the parties heretoBuyer, executed the Confidentiality Agreement. The Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall automatically terminate and be of no further force or effect.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (providedLaw, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a))upon reasonable, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into written notice given prior to the date of this AgreementEffective Date and for a reasonable business purpose, Law the Debtors shall afford the Backstop Parties and the Backstop Party Professionals upon request, reasonable access, during normal business hours and without unreasonable disruption or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere interference with the business or operations of the Company Parties or its any of their Subsidiaries. , to the Debtors’ properties, books, assets, Contracts and records and, prior to the Effective Date, the Debtors shall furnish promptly to such parties all reasonable information concerning the Debtors’ business, properties and personnel as may reasonably be requested by any such party; provided that the foregoing shall not require the Company to: (bi) permit any inspection, or disclose any information, that in the reasonable judgment of the Company, would cause any of the Company Parties or any of their Subsidiaries to violate any of their respective obligations with respect to confidentiality to a third-party; (ii) disclose any legally privileged information of any of the Company Parties or any of their Subsidiaries; (iii) violate any applicable Law; or (iv) permit any invasive environmental sampling; provided, that, in each case, the Company Parties will use commercially reasonably efforts to use a method of disclosure which would not cause such violation of confidentiality obligations, compromise such privilege or cause such violation of applicable Law. All requests for information obtained by the parties pursuant to this Section 7.04 shall be kept confidential and access made in accordance with the Confidentiality Agreement. Parent this Section 5.9 shall be responsible for any unauthorized disclosure of any such information provided directed to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners L.P. (“Perella”) or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)entity or person identified by any of them in writing; provided, however, that the Backstop Parties may initiate communications with the Company’s officers, directors or management with the advance written consent of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by Subject to applicable Law or and the terms of any Contract to which Confidentiality Agreement, the Company or any shall, and shall cause each of its Subsidiaries is subject (provided, that the Company shall use Subsidiaries to, (x) provide Parent and its Representatives reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)access (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance written notice, during the period from the date of this Agreement until the earlier of the date on which Effective Time and the termination of this Agreement is terminated in accordance with its terms and the Effective Timepursuant to Section 7.01, to the Company shallEntities’ properties, books and records, Contracts, and shall cause personnel, in each case for any reasonable business purpose (including transition and integration planning) related to the consummation of the transactions contemplated by this Agreement and (y) furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its Subsidiaries tobusiness, properties, Contracts and personnel as Parent may reasonably request (including information for the purpose of transition and integration planning); provided, however, that: (i) provide to Parent and any such access shall be conducted at Parent’s Representatives accessexpense, at a reasonable times upon prior noticetime, under the supervision of appropriate personnel of the applicable Company Entity and in such a manner as not to unreasonably interfere with the officers, employees, agents, properties, offices and other facilities normal operation of the business of the Company and its Subsidiaries and to the books and records thereofEntities; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as may withhold from Parent or its Representatives may reasonably request, provided, however, any document or information (A) that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilegereasonably believes, work product doctrine or other applicable privilege of the Company or any of its Subsidiariesafter consultation with outside counsel, (B) violate any Contract entered into prior is subject to the date terms of this Agreement, Law or Order, or (C) give a confidentiality agreement with a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; restricting such access (provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause obtain the consent of the third party or implement appropriate procedures to enable the disclosure of such information), (B) is subject to any attorney-client or other legal privilege (provided, that the Company, upon the written request of Parent, shall use its commercially reasonable efforts to allow the disclosure of such document or information to be provided (or as much of it as possible) in a manner that would does not result in such jeopardy a loss of attorney-client or violation other legal privilege), (C) is commercially sensitive (as determined in the Company’s reasonable discretion) or third party right; and (iiiD) instruct the access to which by Parent or its Representatives would violate any applicable Law (provided, that the Company, upon the reasonable written request of Parent, shall use its commercially reasonable efforts to reasonably cooperate with Parent and its Representatives provide such access or make such disclosure in their investigationa manner that does not violate applicable Law). Notwithstanding anything contained in this Agreement to the foregoingcontrary, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company shall not be required to provide any access or its Subsidiaries. (b) All information obtained by the parties make any disclosure to Parent pursuant to this Section 7.04 shall be kept confidential in accordance with 5.03 to the Confidentiality Agreementextent such access or information is reasonably pertinent to a litigation where the Company or any Company Subsidiary, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. Parent shall be responsible for any unauthorized disclosure of any such information provided No investigation or made available access permitted pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 5.03 shall affect or be deemed to modify any representation, warranty, covenant or agreement in made by the Company hereunder. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.01, except as may be required by Law, each Party shall (and shall cause its Representatives to) use reasonable best efforts to cooperate in planning the restructuring and integration of the Company Entities and their respective businesses, on the one hand, with Parent and its Subsidiaries and their respective businesses, on the other hand. (b) Each of Parent and Merger Sub agrees that it shall not, and shall cause its respective Subsidiaries, and shall direct and use its reasonable best efforts to cause its Representatives not to, prior to the Effective Time, use any party hereto Confidential Information (as defined in the Confidentiality Agreement) obtained pursuant to this Section 5.03 for any competitive or any condition other purpose unrelated to the consummation of the Merger. (c) All documents and information exchanged pursuant to this Section 5.03 shall be subject to the letter agreement, dated as of July 9, 2018, between the Company and Parent (the “Confidentiality Agreement”), as if each of Parent and Merger Sub were subject to the obligations under the Confidentiality Agreement. Notwithstanding anything herein to the contrary, the Parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the parties heretoextent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from Between the date of this Agreement until and the earlier Closing Date, CY-SRRE, on the one hand, and SRRE, on the other hand, shall give to the other(s) and their respective lenders, officers, directors, financial advisors, counsel and other agents access to all offices of CY-SRRE or SRRE, as the date on which case may be, and to all of its respective books and records, permit them to make such inspections as they may require and shall cause CY-SRRE's or SRRE's respective officers, directors and employees to furnish the other(s) and their prospective lenders, officers, directors, financial advisors, counsel and other agents with such financial and operating data and other information with respect to the business and properties of CY-SRRE and SRRE or their prospective lenders, officers, directors, financial advisors, counsel and other agents may from time to time reasonably request, and as may be necessary to establish the performance by the parties hereto of their covenants under this Agreement is terminated in accordance with its terms and the Effective Timeaccuracy of their representations and warranties herein, and in connection with the Company shallpreparation of any filing or submission to any governmental entity or regulatory body. (b) CY-SRRE, on the one hand, and SRRE, on the other hand, shall hold, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause their respective officers, directors, partners, prospective lenders, financial advisors, counsel and other agents to hold, in strict confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of their counsel, by other requirements of law, all documents and information concerning CY-SRRE or SRRE, as the case may be, furnished to the other in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no fault of CY-SRRE or any of their respective Affiliates on the one hand, or SRRE or any of their Affiliates, on the other hand; or (ii) later lawfully acquired without the breach of any other agreement by a party hereto or their respective officers, directors, partners, financial advisors, counsel and other agents from other sources) and will not release or disclose such information to be provided any other Person, except its officers, directors, prospective lenders, financial advisors, counsel and other agents in a manner that would connection with this Agreement. If the transactions contemplated by this Agreement are not result in consummated, such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation confidence shall be conducted in such a manner maintained as not to unreasonably interfere with hereinbefore provided, and, if requested by any party hereto case may be, the business or operations of the Company or other(s) will, and will cause its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representativesofficers, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees prospective lenders, financial advisors, counsel and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representationagents to, warranty, covenant or agreement in this Agreement of any party hereto or any condition return to the obligations requesting party all copies of written information furnished by or on its behalf to the parties heretoother(s) or their respective officers, directors, prospective lenders, financial advisors, counsel and other agents.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From and after the date of this Agreement until the earlier of the Closing Date or the terms termination of this Agreement in accordance with its terms, upon reasonable notice, Sellers shall provide to HYAC and its Representatives during normal business hours reasonable access to the books and records of the Holding Companies, Group Companies or Business (in a manner so as to not interfere with the normal business operations of any Contract to which the Group Company or any of its Subsidiaries is subject (Affiliates); provided, however, that such access shall not extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the Company sort generally referred to as a Phase II environmental investigation. All of such information shall use its reasonable best efforts be treated as “Confidential Information” pursuant to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of the Confidentiality Agreement, the provisions of which are by this Section 7.04(a))reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date of this Agreement until the earlier of the date on which Closing or termination of this Agreement is terminated in accordance with its terms terms, neither Sellers Table of Contents nor any of their Affiliates shall be required to disclose to HYAC or any of its Representatives any information (i) if and to the Effective Timeextent doing so (A) would violate any contract or Law to which any Seller or any of its Affiliates is a party, bound or is subject or (B) could, as reasonably determined upon the advice of counsel, result in the loss of the ability to successfully assert attorney-client and work product privileges (provided, that, in case of each of (A) and (B), Sellers shall use their respective reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or in a manner without violating such privilege, contract or Law), (ii) if a Seller or any of its Affiliates, on the one hand, and HYAC or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iii) information relating to Taxes or Tax Returns other than information to the extent relating to the Holding Companies, Group Companies or the Business; provided that the Sellers and/or their Affiliates shall provide notice of the withholding of access or information on any such basis. (b) For a period of five (5) years from and after the Closing Date (such period of time, the Company shall“Confidentiality Period”), each Seller shall (and shall cause its Subsidiaries Affiliates to and its and their respective Representatives who has received Business Confidential Information to, ) (i) provide to Parent treat and Parent’s Representatives access, at reasonable times upon hold as confidential all confidential or proprietary information of the Holding Companies or Group Companies and either in existence on or prior notice, to the officersClosing or delivered to a Seller, employees, agents, properties, offices any of its Affiliates or any of their respective Representatives pursuant to this Agreement or any Ancillary Document after the Closing (the “Business Confidential Information”) and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects refrain from using any of the Business Confidential Information except in connection with its obligations or rights under this Agreement, any Ancillary Document or any other contract between any Seller or any of its Affiliates, on the one hand, and HYAC or any of its Affiliates (including any Holding Company and its Subsidiaries as Parent or its Representatives may reasonably requestGroup Company), on the other hand, or in connection with any dispute or Proceeding arising in connection with any of the foregoing; provided, however, that none of the Company foregoing shall not be required deemed to provide access to or disclose any information if such access or disclosure would be Business Confidential Information (A) jeopardize information that is generally available to or known by the public (other than through disclosure by any attorney-client privilegeSeller, work product doctrine or other applicable privilege of the Company or any of its Subsidiariestheir Affiliates or their respective Representatives in violation of this Section 6.3(b)), (B) violate information that is lawfully acquired by any Contract entered into prior Seller, any of their Affiliates or their respective Representatives after the Closing from a source which, to the date actual knowledge of this AgreementSellers, Law is not prohibited from disclosing such information by a legal, contractual, fiduciary or Ordersimilar obligation, or (C) give a third party information that is independently derived or acquired by any Seller, any of their Affiliates or any of their respective Representatives after the right Closing without reference to terminate or accelerate the rights under a Contract entered into prior use of information subject to the date confidentiality obligations of this Agreement; providedSection 6.3(b). Notwithstanding anything to the contrary in this Section 6.3(b), in each case of (A), (B) and (C), the event that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoingany Seller, any of its Affiliates or any of their respective Representatives is required or requested to disclose any Business Confidential Information during the Confidentiality Period by Law or to a Governmental Entity or otherwise in connection with compliance, Tax or regulatory activity, then any of the foregoing Persons shall notify HYAC promptly of such investigation shall be conducted in such a manner as not to unreasonably interfere request or requirement so that HYAC may seek an appropriate protective order or waive compliance with the business or operations provisions of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential 6.3(b). If, in accordance with the absence of a protective order or the receipt of a waiver hereunder, such Person, on the advice of its outside legal counsel, is compelled to disclose any Business Confidentiality Information, such Person may disclose only that portion of such Business Confidential Information to which it is advised by its counsel that it is legally required to disclose. For the avoidance of doubt, the obligations set forth in this Section 6.3(b) are in addition to any continuing obligations under the Confidentiality AgreementAgreements. Parent shall be responsible for any unauthorized disclosure Table of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative).Contents (c) No investigation pursuant During the Confidentiality Period, HYAC and each Holding Company shall (and shall cause the Group Companies, each of their respective Affiliates and all of their respective Representatives who have received Seller Confidential Information to) (i) treat and hold as confidential all confidential or proprietary information related to any Seller or any of their respective Affiliates delivered to HYAC, any of the Holding Companies or Group Companies, any of their respective Affiliates or any of their respective Representatives (other than Business Confidential Information) (the “Seller Confidential Information”) and (ii) refrain from using any of the Seller Confidential Information except in connection with its obligations or rights under this Agreement, any Ancillary Document or any other contract between any Seller or any of its Affiliates, on the one hand, and HYAC, any Holding Company or any of their Affiliates (including any Group Company), on the other hand, or in connection with any dispute or Proceeding arising in connection with any of the foregoing; provided, however, that none of the foregoing shall be deemed to be Seller Confidential Information: (A) information that is generally available to or known by the public (other than through disclosure by HYAC, Dory Parent, any of the Group Companies, any of their respective Affiliates or any of their respective representatives in violation of this Section 7.04 shall affect 6.3(c)); (B) information that is lawfully acquired by HYAC, Dory Parent, any representationof the Group Companies, warrantyany of their respective Affiliates or their respective representatives after the Closing from a source which, covenant to the actual knowledge of HYAC and Dory Parent is not prohibited from disclosing such information by a legal, contractual, fiduciary or agreement similar obligation, or (C) information that is independently derived or acquired by HYAC, Dory Parent, any Group Company, any of their respective Affiliates or any of their respective Representatives after the Closing without reference to or use of information subject to the confidentiality obligations of this Section 6.3(c). Notwithstanding anything to the contrary in this Agreement Section 6.3(c), in the event that HYAC, Dory Parent, any of the Group Companies, any party hereto of their respective Affiliates or any condition of their respective Representatives is required or requested to disclose any Seller Confidential Information during the Confidentiality Period by Law or to a Governmental Entity or otherwise in connection with compliance, Tax or regulatory activity, then any of the foregoing Persons shall notify the Seller Representative promptly of such request or requirement so that the Seller Representative may seek an appropriate protective order or waive compliance with the provisions of this Section 6.3(c). If, in the absence of a protective order or the receipt of a waiver hereunder, such Person, on the advice of its outside legal counsel, is compelled to disclose any Seller Confidentiality Information, such Person may disclose only that portion of such Seller Confidential information to which it is advised by its counsel that it is legally required to disclose. For the avoidance of doubt, the obligations of set forth in this Section 6.3(c) are in addition to any continuing obligations under the parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Closing Date or the terms termination of this Agreement in accordance with its terms, the Company and its Subsidiaries shall provide Purchaser and Purchaser’s authorized agents and representatives reasonable access, at reasonable times and upon reasonable notice, to the executive officers, properties, offices, financial information and Contracts of the Company and its Subsidiaries in each case solely to the extent necessary to consummate the Transactions, and for the purposes of furthering or preparing post-Closing deliverables under this Agreement; provided, however, that (i) such activities are conducted during regular business hours under reasonable circumstances and do not unreasonably interfere with the operations of the Company and its Subsidiaries, (ii) Purchaser and its authorized agents and representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Company or its Subsidiaries, or any other Person having a business relationship with the Company or its Subsidiaries, unless, in each instance, approved in writing in advance by the Representative, (iii) Purchaser and its authorized agents and representatives shall have no right to perform any sampling, monitoring or testing or other surface, subsurface or invasive investigation, assessment or analysis of soil, surface water, groundwater, air, building materials, or other environmental media of the sort generally referred to as a Phase II environmental investigation, and (iv) nothing herein shall require the Company or its Subsidiaries to furnish to Purchaser or provide Purchaser with access to information (A) that is subject to an attorney/client or an attorney work-product privilege, (B) that legal counsel for the Company reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, (C) if doing so would violate any Contract or Law to which the Company or any of its Subsidiaries Affiliates (including the Company’s Subsidiaries) is subject a party to or is subject, or (providedD) if Company or any of its Affiliates (including the Company’s Subsidiaries), on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, provided that in each case, the Company shall use its commercially reasonable best efforts to promptly obtain allow such access or disclosure that does not violate, breach or waive any rights or privileges set forth in subsections (A) and (B) herein. It is further agreed that, without the prior written consent required of the Company, none of Purchaser or its authorized agents or representatives shall contact any of the customers, suppliers, employees or other business relations of the Company or its Subsidiaries regarding the Transactions, whether in person or by telephone, mail or other means of communication. When exercising their rights under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)7.5(a), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms Purchaser and the Effective Time, the Company shall, and Purchaser’s representatives shall cause its Subsidiaries to, (i) provide use their commercially reasonable efforts to Parent and Parent’s Representatives access, at reasonable times upon prior notice, minimize any disruption to the officers, employees, agents, properties, offices and other facilities business of the Company and its Subsidiaries and Subsidiaries. Any request for information or access pursuant to the books and records thereof; (iithis Section 7.5(a) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not submitted to unreasonably interfere with the business or operations representatives of the Company or its Subsidiaries▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and Evercore Group LLC. (b) All Any information provided to or obtained by the parties Purchaser pursuant to this Section 7.04 shall 7.5(a) above will be kept confidential subject to the Confidentiality Agreement, dated November 22, 2024 entered into by the Company and Columbus ▇▇▇▇▇▇▇▇ Corporation (the “Confidentiality Agreement”), and must be held by Purchaser and in accordance with and be subject to the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Agreement. (c) No investigation pursuant ▇▇▇▇▇▇▇▇▇ agrees to this Section 7.04 shall affect any representationbe bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, warranty, covenant or agreement in this Agreement of any party hereto or any condition to and such provisions are hereby incorporated herein by reference. Effective upon the obligations consummation of the Closing, the parties heretohereto agree that the Confidentiality Agreement shall be terminated.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law From the date hereof to the Effective Time or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms earlier termination of this Section 7.04(a))Agreement, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Timeupon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries Subsidiaries, officers, directors and representatives to, (i) provide afford to Parent and Parent’s Representatives accessits representatives reasonable access during normal business hours, at reasonable times upon prior noticeconsistent with applicable Law (including any Public Health Measures), to the its officers, employees, agents, properties, offices offices, other facilities and books and records, and, subject to the limitations in Sections 5.11(e)(ii), 5.11(e)(iii), 5.11(e)(iv), 5.11(e)(vii), 5.11(e)(viii) and 5.11(e)(ix), shall furnish Parent with all financial, operating and other facilities of the Company data and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may shall reasonably request, providedrequest in writing (it being agreed, however, that the Company foregoing shall not be required permit Parent or its officers, employees or representatives to provide access conduct any invasive environmental testing or sampling of any environmental media, including but not limited to facility surface and subsurface soils and water, air or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (Abuilding materials), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably interfere with the business or operations of the Company or its SubsidiariesSubsidiaries 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 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 the Company or (iii) otherwise violate any applicable Law (provided, that, with respect to information that may be the subject of clauses (i) through (iii), the Company and its Subsidiaries shall cooperate in good faith with Parent and its representatives to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) through (iii)). (b) All Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat all documents and information obtained concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by the parties pursuant to this Section 7.04 shall be kept confidential Agreement in accordance with the Non-Disclosure Agreement, dated as of May 9, 2022, between Parent and the Company (the “Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives”), except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the which Confidentiality Agreement (shall remain in full force and any other terms which are applicable to such Representative)effect in accordance with its terms. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract Prior to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of and through the date on which this Agreement the Sale Order is terminated in accordance entered by the Bankruptcy Court, Seller shall cooperate with Buyer during its terms due diligence investigation and shall give Buyer and its representatives (including Buyer's accountants, consultants, counsel and employees), upon reasonable notice and during normal business hours, full access to the properties (including any Leased Real Property), contracts, leases, equipment, employees, affairs, books, documents, records and other information of Seller to the extent relating to the Business and the Effective Time, the Company shallPurchased Assets, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the their respective officers, employees, agentsagents and representatives to furnish to Buyer all available documents, properties, offices records and other facilities of the Company information (and its Subsidiaries and copies thereof), to the books extent relating to the Business and records thereof; (ii) furnish promptly to Parent such information concerning the businessPurchased Assets, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives Buyer may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company . Seller shall use its commercially reasonable best efforts to cause ensure that all such information to be provided in a manner that would not result is accurate and shall promptly inform Buyer upon discovery of any inaccuracies in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiariesinformation. (b) All information obtained by Seller agrees to use good faith efforts to (i) obtain consent from any third party with respect to a restriction against allowing Buyer to receive and review any contract, agreement or lease of Seller and (ii) if Seller is unable to obtain such consent, Seller will immediately request relief from the parties pursuant Bankruptcy Court permitting Buyer to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for receive and review any unauthorized disclosure of any such information provided affected contract, agreement or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)lease. (c) No investigation Information obtained by Buyer or its representatives pursuant to this Section 7.04 shall affect any representationAgreement, warranty, covenant or agreement otherwise in connection with the execution of this Agreement and the consummation of any party hereto or any condition the transactions contemplated hereby, shall be subject to the obligations provisions of the parties heretoNondisclosure Agreement between Buyer and Seller.

Access to Information; Confidentiality. (a) Except Subject to the confidentiality agreement between the Company and Otonomo, dated October 23, 2022 (the “Confidentiality Agreement”), and applicable Law, Otonomo shall, and shall cause each Otonomo Subsidiary to, afford to the Company and its Representatives, reasonable access during normal business hours and upon reasonable notice during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time to all their properties, books, contracts, commitments, personnel and records as otherwise prohibited the Company may reasonably request (provided, that such access shall not unreasonably interfere with the business or operations of Otonomo or any Otonomo Subsidiary or create a material risk of damage or destruction to any property or assets of Otonomo or any Otonomo Subsidiary) and, during such period, Otonomo shall, and shall cause each Otonomo Subsidiary to, furnish promptly to the Company (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, and (ii) all other information concerning their business, properties, litigation matters and personnel as the Company may reasonably request; provided, that nothing in this Section 5.3(a) shall require Otonomo or any Otonomo Subsidiary to provide any access, or to disclose any information, if permitting such access or disclosing such information would (A) violate applicable Law, (B) in the reasonable judgment of ▇▇▇▇▇▇▇, cause material competitive harm to Otonomo or any Otonomo Subsidiary if the transactions contemplated by this Agreement are not consummated, (C) violate any of its obligations with respect to confidentiality (provided, that Otonomo shall, upon the request of the Company, use commercially reasonable efforts to obtain the required consent of any third party to such access or disclosure), or (D) result or give rise to a material risk of resulting in the loss of attorney-client or other privilege (provided, that ▇▇▇▇▇▇▇ shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client or other privilege). Notwithstanding anything to the contrary herein, Otonomo may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. (b) Subject to the terms Confidentiality Agreement, and applicable Law, the Company shall, and shall cause each Company Subsidiary to, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, use commercially reasonable efforts to (i) furnish to Otonomo monthly balance sheets and statements of operations and statement of cash flows of the Company and its Subsidiaries promptly after being completed by the Company (and, in any event, no later than the thirtieth (30th) day after each month end), and (ii) (x) inform ▇▇▇▇▇▇▇ of any Contract material developments concerning the Company’s outstanding Indebtedness, together with any refinancings or new debt incurrences, and (y) make members of the Company’s management available for monthly meetings with members of ▇▇▇▇▇▇▇’s management to which discuss the Company’s relationships with current and prospective customers and suppliers; provided, that nothing in this Section 5.3(b) shall require the Company or any Company Subsidiary to disclose any information, if disclosing such information would (A) violate applicable Law, (B) in the reasonable judgment of the Company, cause material competitive harm to the Company or any Company Subsidiary if the transactions contemplated by this Agreement are not consummated, (C) violate any of its Subsidiaries is subject obligations with respect to confidentiality (provided, that the Company shall, upon the request of Otonomo, use commercially reasonable efforts to obtain the required consent of any third party to such access or disclosure), or (D) result or give rise to a material risk of resulting in the loss of attorney-client or other privilege (provided, that the Company shall use its commercially reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if allow for such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would does not result in such jeopardy a loss of attorney-client or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representativeprivilege). (c) No investigation review pursuant to this Section 7.04 5.3 shall affect or be deemed to modify any representationrepresentation or warranty contained herein, warranty, covenant the covenants or agreement in this Agreement agreements of any party the parties hereto or any condition the conditions to the obligations of the parties heretohereto under this Agreement. All information provided pursuant to this Section 5.3 shall be subject to the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, the Company shall give the Purchaser and its representatives (a) Except upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts, Company Leases and Authorizations, and (iv) senior personnel, so long as otherwise prohibited by applicable Law the access does not unduly interfere with the Ordinary Course conduct of the business of the Company; and (b) such financial and operating data or other information with respect to the assets or business of the Company and its Subsidiaries as the Purchaser from time to time reasonably requests. The Company shall continue to afford the Purchaser and its representatives access to the Company Data Room. Without limiting the foregoing, and subject to the terms of any Contract to which existing Contracts: (i) the Company shall, upon the Purchaser’s request, facilitate discussions between the Purchaser and any third party from whom consent may be required or with whom the Company or any of its Subsidiaries is subject does business; and (provided, that ii) the Company shall use Purchaser and its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company representatives shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at upon reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party have the right to terminate or accelerate conduct inspections of each of the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent Company’s and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries’ properties. (b2) All information obtained Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the parties pursuant Company in this Agreement. (3) The Purchaser acknowledges that the Confidentiality Agreements continue to this apply and that any information provided under Section 7.04 4.5(1) above that is non-public and/or proprietary in nature shall be kept confidential in accordance with subject to the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Agreements. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except Subject to the following sentence, upon reasonable written notice, the Company and each of its Subsidiaries shall permit representatives of Parent to have access (at all reasonable times and in a manner so as otherwise prohibited by applicable Law not to interfere with the normal business operations of the other party) to all premises, properties, financial and accounting records, Contracts, other records and documents, and personnel of or pertaining to the Company and each of its Subsidiaries, all in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing sentence, (i) prior to having any Contract to which contact with any of the Company Company’s or any of its Subsidiaries is subject (providedSubsidiaries’ employees, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract customers or agreement in order that it may comply with the terms of this Section 7.04(a))suppliers, from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives accessMr. Con ▇▇▇▇▇▇, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities on behalf of the Company and its Subsidiaries and Subsidiaries, shall agree to the books terms of such contact; and records thereof; (ii) furnish promptly prior to Parent such information concerning the businessconducting any environmental testing, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent assessment or its Representatives may reasonably request, provided, however, that the Company shall not be required investigation with respect to provide access to any real property owned or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of used by the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) Parent and (C), that the Company shall use its commercially reasonable efforts have entered into a mutually agreed upon written site access agreement with respect to cause such information to be provided in a manner testing, assessment and investigation, provided, however, that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of neither the Company nor any of its Subsidiaries shall unreasonably withhold, condition or its Subsidiariesdelay their approval or consent of Parent’s reasonable requests for access as provided herein. (b) All information obtained Subject to Section 4.4, no investigation or examination by Parent shall diminish, obviate or constitute a waiver of the parties enforcement of any of the representations, warranties, covenants or agreements of the Company, or any of its Subsidiaries or the Company Shareholders under this Agreement except to the extent that such investigation or examination results in the Company acquiring specific knowledge of the existence and magnitude of claim for indemnification pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c8.2(a) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition prior to the obligations of the parties heretoClosing Date.

Access to Information; Confidentiality. (a1) Except as otherwise prohibited by applicable From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with Applicable Law or and the terms of any Contract existing Contracts, the Company shall: (a) give to which the Purchaser and its representatives (including financing sources) reasonable access to the offices, properties, books and records of the Company and its Subsidiaries; and (b) furnish to the Purchaser and its representatives such financial and operating data and other information as such Persons may reasonably request. (2) Any investigation pursuant to this Section 7.7 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Neither the Purchaser nor any of its representatives will contact officers or employees of the Company or any of its Subsidiaries is subject except after prior consultation with Siim Vanaselja. (provided3) Notwithstanding Section 7.7(1) or any other ▇▇▇▇▇▇▇▇▇ ▇▇ this Agreement, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required obligated to provide access to, or to or disclose disclose, any information to the Purchaser if the Company reasonably determines that such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of claim by the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b4) All For greater certainty, the Purchaser Parties shall treat, and shall cause their respective representatives to treat, all information obtained furnished to the Purchaser Parties or any of such representatives in connection with the transactions contemplated by the parties this Agreement or pursuant to the terms of this Section 7.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to Agreements. Without limiting the obligations generality of the parties heretoforegoing, the Purchaser Parties acknowledge and agree 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 Agreements.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or During the terms of any Contract to which the Company or any of its Subsidiaries is subject (providedPre-Closing Period, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shallafford, and shall cause the officers, directors and employees of the Company and its Subsidiaries toto afford, (i) provide to the officers, employees and agents of Parent and Parent’s Representatives access, at Merger Sub reasonable times upon prior noticeaccess during normal business hours, to the officers, employees, agents, properties, offices facilities, books, records, correspondence (in each case, whether in physical or electronic form), Contracts and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects assets of the Company and its Subsidiaries as Parent shall reasonably request as long as such access does not materially interfere with the conduct of the Company’s business, 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 communication 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 Representatives business, properties and personnel, in each case (A) as Parent through its officers, equity holders, Affiliates, employees or agents may reasonably request; (B) that are in the possession, providedcustody or control of the Company; and (C) the disclosure of which would not (x) violate any Law or Judgment, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (Ay) jeopardize any result in a waiver of attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiariessimilar privilege, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts give notice to cause Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to be provided allow the disclosure of such information (or as much of it as possible) in a manner that would not result in violate clause (C). Any such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation request shall be conducted in such a manner as not to unreasonably interfere with solely for the business or operations of the Company or its Subsidiaries. (b) All purpose of, and any information obtained by the parties pursuant to this Section 7.04 provision shall be kept confidential used solely for, facilitating the consummation of the Transactions in accordance with the terms of this Agreement or preparing for the post-Closing operation of the Company. Parent, ▇▇▇▇▇▇ Sub and their respective officers, employees and agents will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure . (b) The provisions of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality agreement dated February 2, 2024 between GTCR LLC and use terms of the Company (the “Confidentiality Agreement”) shall remain in full force and effect in accordance with its terms; provided that if the Effective Time occurs, then the Confidentiality Agreement (and any other terms which are applicable to such Representative)shall automatically terminate upon the Effective Time without further action. (c) No investigation During the Pre-Closing Period, the Company shall promptly deliver to Parent the financial statements delivered pursuant to this Section 7.04 shall affect any representationSections 4.1(a), warranty4.1(c) and 4.1(d) of that certain Credit, covenant or agreement in this Agreement Security and Guaranty Agreement, dated as of any October 14, 2022, by and among Surmodics, Inc., Surmodics Shared Services, LLC, Surmodics MD, LLC, Surmodics Coating MFG, LLC, Surmodics IVD, Inc., Normedix, Inc., Surmodics MD Operations, LLC, Midcap Funding IV Trust, MidCap Financial Trust and the lenders party hereto or any condition to the obligations of the parties heretothereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until hereof to the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeClosing Date, the Company Seller shall, and shall cause the Company and its Subsidiaries officers, employees, consultants and agents to, (i) provide to Parent afford the officers, employees and Parent’s Representatives access, agents of Buyer access at all reasonable times upon prior notice, to the officers, employees, consultants, agents, customers, suppliers, properties, offices offices, plants and other facilities facilities, books and records of the Seller Group (to the extent relating to the Business) and the Company and its Subsidiaries and to the books and records thereof; (ii) shall furnish promptly to Parent such information concerning the businessBuyer with all financial, properties, contracts, assets, liabilities, personnel operating and other aspects of the Company data and information as Buyer, through its Subsidiaries as Parent officers, employees or its Representatives agents, may reasonably request, ; provided, however, that Seller shall have the Company right to have a representative present, Buyer shall consult with Seller regarding the topics for discussion at any meetings with customers or suppliers and Seller shall not be required to provide access to or disclose any information if that is (a) subject to attorney client privilege to the extent doing so would cause such access privilege to be waived, (b) prohibited by applicable Law or (c) subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition; provided that to the extent any information is not made available due to circumstances set forth in the foregoing clauses (Aa) jeopardize any - (c), the Parties shall cooperate in seeking to find a way to allow disclosure of such information without breaching confidentiality obligations or losing the ability to maintain attorney-client privilege, work product doctrine privilege or other applicable similar claims of privilege (the exceptions set forth in the foregoing clauses (a) - (c) and the obligations in the proviso following clauses (a) - (c), the “Disclosure Exceptions”). Notwithstanding anything to the contrary contained herein, none of Seller or its Affiliates (including the Company Company) shall be required to disclose to Buyer or any of its Subsidiariesrepresentative any consolidated, (B) violate combined, affiliated or unitary tax return which includes Seller or any Contract entered into prior to the date of this Agreementits Affiliates or any tax-related work papers, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; providedexcept, in each case of (A)case, (B) and (C), for materials or portions thereof that relate solely to the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigationCompany. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 6.2 shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto Party or any condition to the obligations of the parties heretoParties. The Parties shall continue to comply with and to perform their respective obligations under the Mutual Nondisclosure Agreement between the Parties entered into as of January 18, 2018 (the “Mutual Nondisclosure Agreement”). After the Closing Date, upon the request of a Party (the “Requesting Party”), the other Party shall, at the Requesting Party’s cost and expense, provide such Requesting Party with access at all reasonable times to the officers, employees, consultants and agents and the books and records that relate to the Business, and shall furnish such Requesting Party with all other data and information as such Requesting Party, through its officers, employees or agents, may reasonably request in respect of the Business, in each case, subject to the Disclosure Exceptions and solely to the extent that such information is reasonably required for a legitimate business purpose.

Access to Information; Confidentiality. (a) Except The Company shall: (i) cooperate with all reasonable requests of Parent, Parent’s counsel and McGladrey in connection with the consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as otherwise prohibited may be reasonably requested by applicable Law Parent or the terms managing underwriters of any Contract the IPO in order to which carry out the Company or any intent of its Subsidiaries is subject (providedthis Agreement and to close the IPO including, that without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the foregoing, upon the reasonable request of Parent, the Company shall use its permit representatives of Parent, the managing underwriter of the IPO and representative of such managing underwriter to have reasonable best efforts access (at all reasonable times, and in a manner so as not to promptly obtain any consent required under such contract or agreement in order that it may comply interfere with the terms normal business operations of this Section 7.04(a)the Company), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance subject to compliance with its terms applicable law (including but not limited to antitrust law) and the Effective Time, the Company shall, execution and shall cause its Subsidiaries to, (i) provide delivery to Parent and Parent’s Representatives access, at reasonable times upon prior noticeby such underwriter of confidentiality agreements, to the officers, employees, agentsall premises, properties, offices financial, tax and other facilities accounting records (including the work papers of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, propertiesCompany’s independent accountants), contracts, assetsother records and documents, liabilitiesand personnel, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior pertaining to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its SubsidiariesCompany. (b) All Any information obtained by the parties pursuant Company from Parent or Merger Sub with respect to this Section 7.04 Parent, Merger Sub, or the IPO and any information obtained by Parent or Merger Sub or their representatives from the Company shall be kept confidential in accordance with subject, to the extent applicable, to the terms and conditions of that certain letter agreement, dated March 25, 2010 and executed by the Company as of April 6, 2010 (the “Confidentiality Agreement. ”), by and between Parent shall be responsible for any unauthorized disclosure and the Company regarding the confidential treatment of any such information provided or made available pursuant to this Section 7.04 by its Representativescertain information, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)incorporated herein by reference. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the The Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s its Representatives access, access at reasonable times upon prior notice, written notice to the officers, employees, agents, properties, offices books and other facilities records of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, ; provided, howeverthat with respect to Parent’s and its Representatives’ access to any databases of the Company containing data, that records or other information which is licensed, marketed, sold or distributed by the Company and its Subsidiaries, the scope and nature of such access provided by the Company and its Subsidiaries under this Section 5.3(a) shall be limited to, and consistent in all material respects with, the scope and nature of the access provided to Parent and its Representatives in connection with their due diligence review of the Company and its Subsidiaries prior to the execution and delivery of this Agreement. Notwithstanding the foregoing, the Company shall not be required to provide access to or disclose any information if such access or information if it reasonably determines that, as applicable, such access may (x) materially disrupt or impair the business or operations of the Company or any of its Subsidiaries or (y) violate any obligation of the Company with respect to confidentiality, non-disclosure or privacy or (z) would (A) jeopardize any reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or other applicable similar privilege of the Company or any of its Subsidiaries, (B) would violate any Contract entered into prior applicable Law (it being agreed that, with respect to the date of this Agreement, Law or Order, or clauses (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (By) and (Cz), that the Company parties shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiarieswaiver). (b) All information obtained by The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the parties pursuant to this Section 7.04 shall Company, promptly of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be kept confidential required in accordance connection with the Confidentiality Agreement. Transactions, (ii) any notice or other communication from any Governmental Authority in connection with the Transactions, (iii) any Legal Actions commenced, or to such party’s Knowledge, threatened, against the Company or any of its Subsidiaries or Parent shall be responsible for or any unauthorized disclosure of its Subsidiaries, as applicable, that are related to the Transactions, and (iv) the material failure of any such information provided party to comply with or made available pursuant to this Section 7.04 by its Representatives, except for satisfy any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement Agreement, in each case such that the conditions set forth in Article VI or Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 7.3(b) or Section 7.4(b), as the case may be. In addition, the Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or which would reasonably be likely to result in the failure of any of the conditions set forth in Article VI or Exhibit A to be satisfied. In no event shall (x) the delivery of any notice by a party hereto pursuant to this Section 5.3(b) limit or any condition otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties heretounder this Agreement, or (y) any such disclosure be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. (c) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated May 25, 2018 (the “Confidentiality Agreement”), between Parent and the Company with respect to the information disclosed under Section 1.2(c) or this Section 5.3. (d) As soon as reasonably practicable, and not later than three Business Days prior to filing such tax return with the IRS, the Company shall provide to Parent a copy of the Company’s U.S. federal income tax return for its taxable year ending December 31, 2017. (e) Nothing contained in this Agreement shall give Parent, directly or indirectly, rights to control or direct the operations of the Company or any of its Subsidiaries before the Effective Time. Before the Effective Time, the Company shall, subject to and consistent with the terms and conditions of this Agreement, exercise complete control and supervision over the operations of the Company and its Subsidiaries.

Access to Information; Confidentiality. From the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Merger Sub, and their respective Representatives, reasonable access, during normal business hours and upon reasonable notice, to all of the officers, employees, agents, properties, books, contracts and records of the Company and its Subsidiaries, and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may reasonably request. Notwithstanding anything to the contrary provided herein, the Company may restrict or prohibit such access to such documents or information to the extent that (a) Except as otherwise prohibited by any applicable Law requires the Company or its Subsidiaries to restrict or prohibit such access, (b) granting such access would violate any Contract or material obligation of the terms Company or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries is subject a party or (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (ic) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to such documents or disclose any information if such access or disclosure would (A) jeopardize reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege in respect of the Company such documents or any of its Subsidiariesinformation, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C)however, that the Company shall use its commercially reasonable best efforts to cause such communicate the applicable information to be provided Parent in a manner way that would not result in violate the applicable Law, Contract or material obligation or waive such jeopardy privilege or violation or third party right; and (iii) instruct its Representatives work-product doctrine. Prior to reasonably cooperate with the Effective Time, Parent and its Representatives in their investigation. Notwithstanding the foregoing, Merger Sub will hold any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential 5.4 in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) Agreement. No investigation pursuant to this Section 7.04 5.4 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement in this Agreement of any party hereto or any condition to warranty made by the obligations of the parties heretoCompany hereunder.

Access to Information; Confidentiality. (a) Except During the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to (i) provide to Parent and Purchaser and their Representatives such reasonable access at reasonable times during normal business hours upon prior notice to the offices, properties, books and records, and employees of the Company and each of its Subsidiaries as otherwise Parent or Purchaser may reasonably request, and (ii) furnish to Parent and Purchaser and their Representatives such financial and operating data and other information prepared by the Company in the ordinary course of business as Parent or Purchaser may reasonably request, except, in each case, to the extent the Company reasonably determines that any of the foregoing actions would be prohibited by applicable Law or the terms Law, would result in a waiver of any Contract available privilege or would breach any agreement to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective Time, the Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereofa party; (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilegethe Company, work product doctrine or other applicable privilege each Subsidiary of the Company and each of their Representatives shall take reasonable steps to provide such access and furnish such information in such a manner as to avoid any violation of Law, waiver of privilege or any breach of its Subsidiaries, agreement; (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation access and cooperation shall be conducted in such a manner as not to interfere unreasonably interfere with the business or operations of the Company or its SubsidiariesSubsidiaries or the discharge by employees of the Company or its Subsidiaries of their employment responsibilities, (C) any such access to accountants and accountants’ work papers shall be subject to customary conditions, and (D) in no event shall such access include the right to conduct any environmental sampling or testing unless agreed to in advance by the Company. All requests for access and information shall be coordinated through the executive officers of the Company. (b) All No information or knowledge obtained by the parties Parent or Purchaser pursuant to Section 5.3, this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided 5.2 or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition made by the Company contained herein, the conditions to the obligations of the parties heretoto consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Purchaser hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Purchaser’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement (and as modified by the Company Disclosure Letter). (c) With respect to the information disclosed pursuant to Section 5.2(a), Parent shall comply with, and shall cause Purchaser and their respective Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated November 11, 2016, by and between the Company and Parent (the “Confidentiality Agreement”); provided, however, that the Company consents to the use by Parent or Purchaser of such information in connection with the Offer and the Merger and acknowledges that such use does not constitute a breach of any provision of this Agreement or the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or During the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), period from the date of this Agreement until to the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeClosing Date, the Company shall, during regular business hours and shall cause upon reasonable written request, give Buyer, its Subsidiaries tolenders, (i) provide counsel, accountants and other authorized representatives reasonable access to Parent all books and Parent’s Representatives accessrecords, at reasonable times upon prior noticeoffices, to the officers, employees, agentsfacilities, properties, offices vendors and other facilities customers of the Company Company, and its Subsidiaries shall furnish such persons with all information (including financial and to the books and records thereof; (iioperating data) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives they reasonably may reasonably request, ; provided, however, that the Company any such access shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations of the Company or its SubsidiariesCompany. Requests for such information shall be coordinated with the Company's designated representatives. (b) All Any information provided to or obtained by the parties Buyer or its financing sources, accountants counsel, representatives and agents pursuant to this Section 7.04 paragraph (a) above shall be kept confidential "Information" as defined under the Confidentiality Agreement, dated October 1, 1997, between the Company and Buyer (the "Confidentiality Agreement"), and shall be held by Buyer or its financing sources, accountants counsel, representatives and agents in accordance with and be subject to the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)Agreement. (c) No investigation Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference. (d) Buyer shall indemnify the Seller and the Company and hold the Seller and the Company harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and disbursements) suffered or incurred by the Sellers or the Company arising out of or in connection with any inspection or other activities conducted by Buyer or Buyer's authorized representatives pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto8.2.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided, that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from From the date of this Agreement until the earlier to occur of the date on which Effective Time or the termination of this Agreement is terminated in accordance with its the terms and the Effective Timeset forth in Article IX, the Company shall, and shall cause its Subsidiaries to, (i) provide afford to Parent and Parent’s Representatives access, at reasonable times upon prior notice, access to the officers, employees, accountants, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; of the Company and its Subsidiaries, (ii) promptly provide Parent and Parent’s Representatives copies of any material filings, notices, communications or other documents sent to or received from, and written summaries of any meetings with, any Governmental Entity or any other party related to this Agreement or with respect to compliance with the CIA and (iii) promptly furnish promptly to Parent and Parent’s Representatives such other information concerning the business, properties, contracts, assets, liabilities, personnel business and other aspects properties of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company request from time to time. All access and investigation pursuant to this Section 7.03(a) shall not be required to provide access to or disclose any information if such access or disclosure would conducted (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of during normal business hours upon reasonable advance notice to the Company or any of its SubsidiariesCompany, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or normal operations of the businesses of the Company and its Subsidiaries and (C) at Parent’s sole cost and expense. The Company shall have the right to have one or more of its Representatives present at all times during any visits to the properties or offices of the Company, and during any discussions or contacts with the employees or agents of the Company, contemplated by this Section 7.03(a). Notwithstanding the foregoing in this Section 7.03(a), neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would (x) jeopardize the protection of any applicable privilege (including attorney-client privilege) or other immunity or protection from disclosure, (y) contravene any Law applicable to the Company or any of its SubsidiariesSubsidiaries or their respective businesses or any Contract to which the Company or any of its Subsidiaries is a party or by which any of their assets or properties are bound or (z) result in the disclosure of competitively sensitive information; provided that the Company shall use commercially reasonable efforts to provide such access or allow the disclosure of such information (or as much of it as possible) in a manner that does not result in a loss of privilege or immunity, contravene any applicable Law or result in the disclosure of competitively sensitive information, as applicable; provided, further, that the Clean Team Confidentiality Agreements shall govern the disclosure of “Protected Information” as defined therein. (b) All The Confidentiality Agreements and the Clean Team Confidentiality Agreements shall apply with respect to information obtained by furnished under this Agreement. Parent and the parties pursuant Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreements and the Clean Team Confidentiality Agreements (in the case of Parent, as if it were a party thereto), which shall survive the termination of this Section 7.04 shall be kept confidential Agreement in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative)set forth therein. (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Except as otherwise prohibited by applicable Law or Prior to the terms of any Contract Closing Date, or, if earlier, the date this Agreement is terminated pursuant to which Section 9.1, Seller shall cause the Company Group to permit Buyer and its authorized agents or representatives, including its independent accountants, to have reasonable access upon reasonable prior notice to the properties, books and records of the Company Group during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Company Group; provided, that such access shall not disrupt the personnel and operations of the Business and shall be at Buyer’s sole cost and expense; provided, further, that for the avoidance of doubt Buyer shall have no right to access or review any Tax Return of Seller Parent or any of its Subsidiaries is subject Affiliates (providedincluding any consolidated, that combined or unitary Tax Return including any such entity), except for separate, stand-alone non-income Tax Returns of the members of the Company Group. All requests for access to the offices, properties, books and records of the Company Group shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Buyer nor its representatives shall contact any of the employees, customers, suppliers, distributors, Franchisees, parties that have business relationships with or are joint venture partners of the Company Group, nor any Governmental Authority or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Seller or its representatives (other than the required filings specified in Section 3.6). Any access to the offices, properties, books and records of the Company Group shall be subject to the following additional limitations: (i) such access shall not violate any Law or agreement to which Seller or any member of the Company Group is a party or otherwise expose Seller or any of its Affiliates to a material risk of Liability or loss of attorney-client privilege; (ii) Buyer shall give Seller notice of at least two (2) Business Days before communicating with any third party relating to any property of the Company Group, and a representative of Seller shall have the right to be present when Buyer or its representatives engages in such communication; (iii) none of Buyer and its representatives shall damage the property of the Company Group or any portion thereof; (iv) the Buyer Group and their representatives shall not conduct any invasive sampling of the soil, subsurface, surface or groundwater, or building materials at any property of the Company Group; and (v) the Buyer Group and their representatives shall (A) use its reasonable best efforts to promptly obtain perform all on-site due diligence reviews and all communications with any consent required Person on an expeditious and efficient basis; and (B) indemnify, defend and hold harmless Seller, the members of the Company Group, their respective Affiliates, and each of their respective employees, directors and officers from and against all Liabilities, losses and claims resulting from or relating to the activities of Buyer or its representatives under such contract this paragraph. The foregoing indemnification obligation shall survive the Closing or agreement termination of this Agreement. (b) The Buyer Group and its Affiliates and representatives shall hold in order that it may comply confidence all confidential information obtained from Seller, the Company Group or their respective officers, agents, representatives or employees, whether or not relating to the Business, in accordance with the terms provisions of this Section 7.04(a))the Confidentiality Agreement which, from notwithstanding anything contained therein, shall remain in full force and effect following the date execution of this Agreement until the earlier and shall survive any termination of the date on which this Agreement is terminated in accordance with its terms terms. Seller and the Effective Time, the Company shall, its Affiliates and representatives shall cause its Subsidiaries to, hold in confidence (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to all confidential information obtained from the Buyer Group or its officers, employees, agents, propertiesrepresentatives or employees, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent such following the Closing, all confidential information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Company Group and/or the Company and its Subsidiaries as Parent or its Representatives may reasonably request, provided, however, that the Company shall not be required to provide access to or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, (B) violate any Contract entered into prior to the date of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; providedBusiness, in each case of (A), (Bi) and (Cii), that in substantially the Company same manner, and subject to the same exceptions and limitations, as Seller would hold in confidence its own confidential information; provided, that, for the avoidance of doubt, nothing in this Section 5.2(b) shall use prohibit Seller Parent or any of its commercially reasonable efforts to cause Affiliates from disclosing any such confidential information to be provided in a manner WAG SEC Document to the extent that would not result in such jeopardy Seller Parent or violation its Affiliate is required by Law or third party right; the rules and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere with the business or operations regulations of the Company New York Stock Exchange to disclose such confidential information, as reasonably determined by Seller Parent or its SubsidiariesAffiliate. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent is a party, and except (a) Except as otherwise prohibited by applicable Law would reasonably be expected to result in the loss or the terms waiver of any attorney-client, work product or other applicable privilege (provided, that to the extent Parent or any of its Representatives withholds information or access due to the risk of loss or waiver of such privilege, Parent or such Representative shall notify the Company of such withholding and shall use reasonable best efforts to communicate such information in a manner that does not risk such loss or waiver), (b) for any access to a Contract to which the Company Parent or any of its Subsidiaries is subject a party or is otherwise bound would violate or cause a default under such Contract (provided, that to the extent Parent or any of its Representatives withholds information or access due to the risk of such Contract violation or default, Parent or such Representative shall notify the Company of such withholding and shall use its reasonable best efforts to promptly obtain communicate such information in a manner that does not result in such violation or default); (c) for such documents or information as are reasonably pertinent to any consent required under adverse Proceeding that is pending between Parent, on the one hand, and the Company, on the other hand; or (d) to the extent any applicable Law requires Parent to restrict or otherwise prohibit access to such contract documents or agreement information (provided, that to the extent Parent or any of its Representatives withholds information or access due to such restriction or prohibition, Parent or such Representative shall notify the Company of such withholding and shall use reasonable best efforts to communicate such information in order a manner that it may comply with the terms of this Section 7.04(a)does not result in such restriction or prohibition), from during the date of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms and the Effective TimeInterim Period, the Company Parent shall, and shall cause each of its Subsidiaries directors, officers and employees, and shall instruct each of its accountants, consultants, legal counsel, advisors, agents and other representatives to, : (i) provide to Parent the Company Group and Parentthe Company’s Representatives access, reasonable access at reasonable times during normal operating hours upon prior notice, written notice to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries Parent Group and to the Contracts, books and records thereof; thereof and (ii) furnish promptly to Parent such information concerning the business, properties, contractsContracts, assets, liabilities, personnel and other aspects of the Parent Group as the Company and its Subsidiaries as Parent or its the Company’s Representatives may reasonably request, request in good faith and that is reasonably related to the consummation of the Merger or for integration planning; provided, however, that the Company no investigation pursuant to this Section 5.3 shall not affect or be required deemed to provide access to modify any representation or disclose any information if such access or disclosure would (A) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company warranty made by Parent herein or any of its Subsidiaries, (B) violate any Contract entered into prior the conditions to the date obligations of this Agreement, Law or Order, or (C) give a third party the right to terminate or accelerate the rights Parties under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C)further, that the Company shall use its commercially reasonable efforts any investigation pursuant to cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation this Section 5.3 shall be conducted in such a manner as not to interfere unreasonably interfere with the business or operations conduct of the Company or its Subsidiaries. (b) All Parent Group. The information obtained by referred to in the parties pursuant to this Section 7.04 previous sentence shall be kept confidential in accordance with subject to the Mutual Nondisclosure Agreement, dated as of March 19, 2023, by and between the Company and Parent (the “Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 7.04 by its Representatives”); provided, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be bound by the confidentiality and use terms of that nothing in the Confidentiality Agreement (and shall restrict the Company’s ability to take any other terms which are applicable to such Representative). (c) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties heretoactions expressly contemplated by this Agreement.