Common use of Access to Information; Cooperation Clause in Contracts

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall use, and shall cause its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall useSellers shall, and shall cause its Subsidiaries to usetheir affiliates (including Companies) to, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with during the arrangement, syndication, marketing and consummation of any debt financing that may relate period prior to the Company Closing (i) afford to Purchaser and its Subsidiaries following the Merger Closing Date (“Debt Financing”)representatives reasonable access, including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing upon reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number to all the properties, facilities, books, Contracts, Tax Returns and records of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management Companies and the employeesSellers (but only to the extent they relate to the Business, investment bankers, attorneys, accountants the Purchased Assets and other Representatives of the Company and its SubsidiariesSubject Shares), presentations(ii) furnish promptly to Purchaser, road showsat Purchaser’s expense, due diligence sessionsany information concerning the Business as Purchaser may reasonably request, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documentseach case, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral related to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management consummation of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActAcquisition; provided, however, that nothing in this Section 7.6 such access does not unreasonably disrupt the normal operations of the Business and shall require not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the Company Board (or any committee thereof) employees, counsel and financial advisors of the Sellers and the Companies to adopt any resolutions or take any other formal action reasonably cooperate with Purchaser with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries foregoing; provided, however, that Purchaser shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements responsible for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it Sellers and the Companies in connection with their compliance with this Section 5.02(a). (a) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its officers, directors, employees, Affiliates, representatives or agents incurred affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the matters described Sellers or their affiliates. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in this Section 7.6their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors Upon reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoingnotice, the CompanySeller shall cause the Company and each Subsidiary and each of their respective employees, in its sole discretionrepresentatives, may restrict Parent’s access to any accountants and all counsel to: (i) Contracts that contain restrictions on from the disclosure of such Contract or Signing Date until the terms thereof (ii) documents that are attorney-client privileged or confidentialClosing, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall use, and shall cause its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent and afford the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company Purchaser and its Subsidiaries as may be reasonably requested authorized representatives reasonable access to consummate such Debt Financingthe offices, (B) providing reasonable direct contact between senior management properties and Representatives books and records of the Company and its Subsidiaries the Subsidiaries, including the Company Insurance Policies, and (B) furnish to the Financing Sources with reasonable advance notice officers, employees and during normal business hours, (C) participating in a reasonable number representatives of meetings the Purchaser such additional financial and operating data (including customary one-on-one meetings or conference calls with the parties acting as lead arrangersin relation to payroll, bookrunners, and/or prospective lenders in the Debt Financing employee benefits and senior management and the employees, investment bankers, attorneys, accountants information technology) and other Representatives of information regarding the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessionsBusiness (or copies thereof) as the Purchaser may from time to time reasonably request, and other customary syndication activities, (Dii) assisting in from the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with Closing until the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Second Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in afford the form Purchaser and its authorized representatives reasonable access to the extent provided internally to senior management offices, properties and books and records of LiveTV Satellite, including the Company as promptly as reasonably practicable after providing such financial statements internally Insurance Policies relating to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing)LiveTV Satellite, and (2B) assist Parent furnish to establish or maintainthe officers, as employees and representatives of the Closing DatePurchaser such additional financial and operating data (including in relation to payroll, bank employee benefits and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (Iinformation technology) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect regarding the LiveAero Business (or copies thereof) as the Purchaser may from time to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Acttime reasonably request; provided, however, that nothing any such access or furnishing of information pursuant to the immediately preceding clause (i) or (ii) shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of personnel of the Seller or any representatives or designees of the Seller, and in such a manner as not to interfere with the normal operations of the Business or, following the Closing, the LiveAero Business; provided, further, that this Section 7.6 5.02 shall not require the Company Board (or Seller to create any committee thereof) to adopt any resolutions or take any other formal action with respect to information that does not already exist at the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession time of such administrative agent, at or prior request (other than to the Effective Dateconvert existing information from one medium to another). Notwithstanding anything to the contrary hereinin this Agreement, Parent the Seller shall promptly reimburse not be required, nor shall the Seller be required to cause the Company for all or any Subsidiary, to provide any such access or to disclose any information to the Purchaser if such disclosure would, in the Seller’s reasonable outdiscretion, (A) jeopardize any attorney-of-pocket expenses incurred by it client or its officersother legal privilege, directors, employees, Affiliates, representatives (B) contravene any applicable Laws or agents incurred in connection with any of binding agreement entered into prior to the matters described in this Section 7.6Signing Date or (C) cause competitive harm to the Business if the transactions contemplated hereby were not consummated.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable timesFrom the date hereof until the Closing, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall useSeller shall, and shall cause the Company and each of its Subsidiaries to, (a) afford Buyer and its Representatives reasonable access (which may include day-to-day access during normal business hours) to useand the right to inspect all of the Real Property, its properties, assets, premises, books and their reasonable best efforts to providerecords, Contracts and to cause its other documents and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate data related to the Company and its Subsidiaries following Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Merger Closing Date Company as Buyer or any of its Representatives may reasonably request; and (“Debt Financing”), including (Ac) delivering, as promptly as practicable, to Parent instruct the Representatives of Seller and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company to cooperate with Buyer and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives their investigation of the Company and its Subsidiaries). Without limiting the foregoing, presentations, road shows, Seller shall permit Buyer and its Representatives to conduct environmental due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documentsthe Real Property, including credit agreementsthe collecting and analysis of samples of indoor or outdoor air, intercreditor agreementssurface water, pledge groundwater or surface or subsurface land on, at, in, under or from the Company and security documents, and certificates, legal opinions the Real Property. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company. No investigation by Buyer or other documentsinformation received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. Notwithstanding anything else to the extent reasonably requested by Parent and otherwise facilitate the pledging contrary in this Section 5.02, nothing in this Section 5.02 shall require Seller to provide Buyer, its Affiliates, or any Representatives of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees Buyer any Tax Returns (or supporting work papers and other security interests; provided that the effectiveness documents) filed on a consolidated, combined or similar basis with Seller or any of its Affiliates (except for information pertaining to any definitive documentation executed by tax attributes or tax positions applicable to the Company or any of its Subsidiaries shall be subject Subsidiary), or otherwise not pertaining to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management business or assets of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing DateClosing, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Companies and the Sellers (with respect to the Business) and such examination of the books and records of the Companies and the Sellers (with respect to the Business) as it reasonably requests and that is reasonably necessary in connection with Purchaser’s obligations under this Agreement. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Sellers shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of each Seller and each Company shall useto cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cause its Subsidiaries to use, its cooperate with the Sellers and the Companies and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide respective representatives and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of minimize any debt financing that may relate disruption to the Company and its Subsidiaries following Business. Notwithstanding anything herein to the Merger Closing Date (“Debt Financing”)contrary, including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing no such investigation or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may examination shall be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, permitted to the extent reasonably requested that it would require any Seller or any Company to disclose information (i) subject to attorney-client privilege, (ii) in conflict with any confidentiality obligations to which any Seller or any Company is bound, (iii) which would constitute a violation of the Antitrust Laws or (iv) that relates to the process conducted by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement sale of the Company and its SubsidiariesBusiness including, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunderwithout limitation, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Datematerials received from any third parties. Notwithstanding anything to the contrary contained herein, Parent prior to the Closing, without the prior written consent of the Seller Representative, which may be withheld for any reason, (i) Purchaser shall promptly reimburse not, outside of its ordinary course of business consistent with conduct prior to the Company date hereof and in no way involving matters contemplated by this Agreement, contact any suppliers to, or customers of, the Company, and (ii) Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of any Seller or any Company. (b) For a period of two (2) years after the Closing, Purchaser will give the Sellers reasonable access during Purchaser’s regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law to books and records transferred to Purchaser to the extent necessary for all reasonable out-of-pocket expenses incurred by it the preparation of financial statements, Regulatory Filings or its officersTax Returns of any Seller or any of their Affiliates in respect of periods ending on or prior to Closing, directors, employees, Affiliates, representatives or agents incurred in connection with any Legal Proceedings. The Sellers shall be entitled, at their sole cost and expense, to make copies of the matters described in books and records to which they are entitled to access pursuant to this Section 7.68.1(b).

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable timesSubject to applicable Antitrust Laws, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject from the date hereof to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall useP&G shall, and shall cause its Subsidiaries Affiliates to, (i) give Purchaser and its Representatives reasonable access, upon reasonable prior notice during normal business hours, to usethe properties, books and records to the extent relating to the Pharmaceuticals Business (other than the Excluded Assets); (ii) furnish to Purchaser and its Representatives such financial and their reasonable best efforts operating data and other information relating to provide, the Pharmaceuticals Business as such Persons may reasonably request and to cause its and their Subsidiaries to provide and shall (iii) use its reasonable best efforts to cause its obtain the assistance of P&G’s employees, counsel, accountants and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent financial advisors in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives P&G’s cooperation with Purchaser’s investigation of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActPharmaceuticals Business; provided, however, that nothing such access, information requests and other cooperation do not unreasonably disrupt the normal operations of P&G or its affiliates or the Pharmaceuticals Business). Nothing contained in this Section 7.6 5.03(a) shall require obligate P&G or its Affiliates to breach any duty of confidentiality owed to any person whether such duty arises contractually, statutorily or otherwise, or to waive any attorney-client privilege. Except as provided in the Company Board second sentence of Section 5.21, no investigation by Purchaser or other information received by Purchaser pursuant to this Section or otherwise shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by P&G hereunder. Nothing contained in this Section 5.03(a) shall obligate P&G or its Affiliates to breach any duty of confidentiality owed to any person whether such duty arises contractually, statutorily or otherwise, or to waive any attorney-client privilege. (or any committee thereofb) Subject to adopt any resolutions or take applicable Antitrust Laws, after the Closing Date, each of the parties shall grant to the other such access to employees, financial records and other information in their possession related to their conduct of the Pharmaceuticals Business and such cooperation and assistance as shall be reasonably required to enable each of them to complete their legal, regulatory, stock exchange and financial reporting requirements and for any other formal action reasonable business purpose, including in respect of litigation and insurance matters, other than with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment litigation or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with disputes between the Debt Financing prior to the Closing Date that is not contingent on the Closing Dateparties hereto. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent Each party shall promptly reimburse the Company other for all such other party’s reasonable out-of-pocket expenses incurred associated with requests made by it or its officerssuch first party under this Section 5.03(b), directors, employees, Affiliates, representatives or agents incurred but no other charges shall be payable by the requesting party to the other party in connection with such requests. P&G shall provide any of consent or waiver reasonably required in order to permit Purchaser to engage the same counsel to represent Purchaser following the Closing in connection with Pharmaceuticals Business matters described in this Section 7.6on which such counsel had represented P&G and its Affiliates prior to the Closing. (c) Purchaser acknowledges and agrees that (i) certain records may contain information relating to P&G and its Affiliates other than the Transferred Subsidiaries, or their respective divisions or businesses other than the Pharmaceuticals Business and that P&G may retain copies thereof and (ii) prior to making any records available to Purchaser, P&G may redact any portions thereof that relate to P&G and its Affiliates other than the Transferred Subsidiaries, or their respective divisions or businesses other than the Pharmaceuticals Business.

Access to Information; Cooperation. (a) The Company shall allow Parent From the date hereof until the fifth anniversary of the Closing Date (or, if earlier, the termination of this Agreement), subject to Applicable Law and the Confidentiality Agreement and except for Tax Returns and other documents governed by Section 6.6, Seller will (i) give Buyer, its counsel and other authorized Representatives reasonable access to the assets, personnel, properties, books and records of the Business, (ii) furnish to Buyer, its counsel and other authorized Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to reasonably cooperate with Buyer in its investigation of the Business. Notwithstanding the foregoing, Buyer and its agents shall not have access prior to the Closing to any properties of the Business, including the Purchased Assets and advisors Real Property, (A) for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media or (B) to any information to the extent relating to any Retained Business. (b) For a period of five (5) years after the Closing Date, and subject to Applicable Law, upon request, Buyer will afford promptly to Seller and its authorized Representatives reasonable access at reasonable times, so long as reasonable advance notice is provided, to its filesproperties, books, records, Contracts, personnel employees and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all auditors (i) Contracts that contain restrictions on to the disclosure of such Contract or extent necessary to permit Seller to prepare the terms thereof Closing Statement, (ii) documents that are attorney-client privileged to the extent necessary to permit Seller or confidentialany of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date with respect to the Business, or the Excluded Assets or Excluded Liabilities in connection with any Action related to either the Excluded Assets or Excluded Liabilities, or (iii) documents that relate as reasonably necessary for Seller to their consideration of comply with regulatory requirements under Applicable Law or otherwise in connection with tax, regulatory or litigation matters. Notwithstanding anything to the contrary any access provided to Seller or its Affiliates or Representatives pursuant to this Agreement or alternatives theretoSection 5.13 shall be subject to reasonable confidentiality undertakings. (bc) Prior Seller agrees to (i) hold all books and records to the Merger extent relating to the Business or the Purchased Subsidiaries existing on the Closing Date and otherwise provided to Buyer and (ii) not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date. (d) Any access granted to either party or its Representatives pursuant to this Section 5.13 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 5.13 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the Company shall use, and shall cause other party or its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate therewith. (e) Notwithstanding anything to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”)contrary contained herein, including nothing in this Section 5.13 shall require (A) deliveringSeller or Buyer, as promptly as practicableapplicable, to Parent and provide the financial institutions providing other party or arranging such Debt Financing its Representatives with access to (the “Financing Sources”i) such financial and personnel records of employees relating to individual performance or evaluation records, medical histories or other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financingwhich, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and disclosing party’s good faith opinion, the employeesdisclosure of which would violate Applicable Law or could subject such party or its Affiliates to risk of liability or (ii) information the disclosure of which, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other its Affiliates is bound or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interestsprivilege; provided that the effectiveness of any definitive documentation executed by the Company disclosing party (or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (party requested to be defined in the definitive documents governing the Debt Financing), and (2disclosing party) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior provide the other party, to the Effective Time customary payoff letters extent possible, with access to the relevant information in a manner that would not reasonably be expected to violate this clause (subject to delivery of funds arranged by Parent or Merger SubA), or (B) either party’s independent accountants to make available to the other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6independent accountants.

Access to Information; Cooperation. From the date of this Agreement until the Closing, Seller shall, and shall cause the Company to: (a) The Company shall allow Parent afford Purchasers and its agents and advisors their Representatives reasonable access at reasonable timesto and the right to inspect all of the properties, so long assets, premises, books and records, contracts, agreements and other documents and data related to the Business; (b) furnish Purchasers and their Representatives with such financial, operating and other data and information related to the Business as Purchasers or any of their Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Purchasers in their investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice is providedto Seller, to its files, books, records, Contracts, under the supervision of Seller’s personnel and officesin such a manner as not to interfere with the normal operations of the Business. All requests by Purchasers for access pursuant to this Section 5.03 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, including neither Seller nor the Company shall be required to disclose any information to Purchasers if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and all information relating their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to Taxesthe date of this Agreement. Prior to the Closing, Contractswithout the prior written consent of Seller, Liabilitieswhich may be withheld for any reason, financial condition Purchasers shall not contact any suppliers to, or customers of, the Company. Purchasers shall, and realshall cause their Representatives to, personal and intangible property, subject to abide by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access Agreement with respect to any and all (i) Contracts that contain restrictions on access or information provided pursuant to this Section 5.03. From the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration date of this Agreement or alternatives thereto. (b) Prior to the Merger Closing DateClosing, the Company Seller and Purchasers shall use, and shall cause its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) deliveringcooperate, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral other party, in connection with matters related to secure the Debt Financing, the pay-off of existing indebtedness this Agreement and the release transactions contemplated hereby, including the preparation of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company. Purchasers or Seller, (H) taking actions to (1) permit as applicable, shall pay the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as expenses of the Closing Date in connection with the delivery entities that provide such cooperation and of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its their respective officers, directors, employees, Affiliates, representatives or employees and agents reasonably incurred in connection with any providing such cooperation, but shall not be responsible to reimburse the entities providing such cooperation for their time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the matters described entities providing such cooperation to their respective officers, directors, employees or agents while assisting in this Section 7.6the foregoing.

Access to Information; Cooperation. (a) The Company Seller shall allow Parent cause the Company, the Subsidiaries and its their respective officers, directors, representatives, agents and advisors Business Employees to afford, from the date of this Agreement to the Closing Date, the officers, employees, accountants, attorneys and other representatives and agents of the Purchaser and Purchaser Parent reasonable access at access, upon reasonable timesprior written notice, so long as reasonable advance notice is providedduring regular business hours, to its filesthe premises and designated officers, employees and agents, properties, books, records, Contracts, personnel records and offices, work papers of the Company and the Subsidiaries (including any Tax Returns or other Tax-related information pertaining to the Company and the Subsidiaries), and shall furnish the Purchaser and the Purchaser Parent such financial, operating and other information and data, as the Purchaser, through its officers, accountants, attorneys, and other employees or agents, may reasonably request, all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to any confidentiality provisions set forth in any contracts or agreements by which the terms of the Confidentiality Agreement. Notwithstanding the foregoingCompany or a Subsidiary is bound, the Company, in its sole discretion, may restrict Parent’s access and pursuant to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives theretoSection 5.14(a). (b) Prior No investigation or communication pursuant to this Section 5.02 shall affect or add to any representations or warranties of the parties or the conditions to the Merger Closing Dateobligations of the parties to consummate the Transactions. (c) Without limiting the generality of Section 5.02(a), prior to the Company Closing, each of the Seller Parent and the Seller shall use, and shall cause its the Company and the Subsidiaries to use, its and their commercially reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its the senior management personnel and their respective Representatives advisors, including legal and accounting advisors and auditors, of the Seller Parent, Seller and the Company to use their reasonable best efforts to provide, all provide such cooperation as is reasonably requested by the senior management personnel of the Purchaser Parent in connection with the arrangement, syndication, marketing and consummation financing by Purchaser Parent of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent transactions provided for in this Agreement and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives due diligence review of the Company and its the Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materialsby Purchaser Parent's financing sources, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery cause senior management personnel of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Purchaser Parent, from Purchaser and the administrative agent under any credit agreement Company to be available at reasonable times, at reasonable locations in the New York metropolitan area, and on reasonable prior notice to meet with prospective lenders in presentations, meetings, and due diligence sessions with respect to Seller Parent's financing of said transactions, the preparation of documents for said financing and the preparation of related marketing material, disclosure documents, projections, legal opinions and consents of auditors. The Purchaser Parent shall pay all of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all Seller Parent's reasonable out-of-pocket expenses incurred by it or in connection therewith. (d) Prior to the Closing, each of the Seller Parent and the Seller shall provide, and shall cause the Company and the Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, directors, employees, Affiliatesrepresentatives and advisors of the Seller Parent, representatives the Seller, the Company and the Subsidiaries to, provide such cooperation as is reasonably requested by the Company's nationally recognized independent accounting firm in connection with the audit contemplated by Section 7.03(i). (e) The Seller shall use commercially reasonable efforts after the Closing Date to cause the auditors referred to in Section 7.03(i) to consent to the inclusion of the audited financial statements referred to in Section 7.03(i) in any registration statement filed by the Purchaser Parent or agents any of its subsidiaries (the "Issuer") with the Securities and Exchange Commission (the "SEC"), and the Purchaser Parent shall pay all Seller Parent's reasonable out-of-pocket expenses incurred in connection therewith. The Seller Parent shall use commercially reasonable efforts to cause the aforesaid auditors to cooperate with the Issuer in resolving any comments on the audited financial statements referred to in Section 7.03(i) by the staff of the SEC, and the Purchaser Parent shall pay all of the Seller Parent's reasonable out-of-pocket expenses incurred in connection therewith. (f) For a period of at least seven (7) years after the Closing Date, the Purchaser shall either (i) retain the books and records of the Company and the Subsidiaries and shall provide the Seller and its representatives and Affiliates with reasonable access to such books and records during normal business hours upon reasonable prior written notice for any reasonable business purpose specified in such written notice or (ii) shall afford the Seller a reasonable opportunity a the Seller's sole expense to take possession of such books and records. (g) Prior to the Closing, the Seller Parent shall, at its own expense, cause the removal of all liens relating to Taxes on the stock or other equity interests, as the case may be, of the Company or any of the matters described in this Section 7.6Subsidiaries, if any such liens are then outstanding.

Access to Information; Cooperation. From the date hereof until the earlier of the Closing or termination of this Agreement, subject to any applicable Legal Requirements, Seller and Seller’s Equityholders shall (a) The Company shall allow Parent afford Buyer and its agents and advisors Representatives reasonable access at reasonable timesto and the right to inspect all of the properties, so long as reasonable advance notice is providedAssets, to its filespremises, books, books and records, Contracts, personnel Contracts and offices, including any other documents and all information relating data related to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract Subsidiaries or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. Business during normal business hours; (b) Prior furnish Buyer and its Representatives with such financial, operating and other data and information related to the Merger Closing DateCompany, the Company shall use, and shall cause its Subsidiaries or the Business as Buyer or any of its Representatives may reasonably request; (c) instruct the Representatives of Seller and Seller’s Equityholders to usecooperate with Buyer in its investigation of the Company, its Subsidiaries or the Business; and their (d) allow Buyer reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate access to the Company and its Subsidiaries following Subsidiaries’ senior management and certain Company employees identified by such senior management for purposes of post-Closing integration. Any investigation pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the Merger Closing Date (“Debt Financing”)conduct of the Business or any other businesses of Seller and Seller’s Equityholders. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing warranty or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the agreement given or made by Seller or Seller’s Equityholders in this Agreement. The Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financingshall, (B) providing reasonable direct contact between senior management and each shall cause its employees and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver provide such assistance and cooperation as Buyer may reasonably request in connection with obtaining debt financing, including (i) upon reasonable prior notice, making senior management reasonably available during normal business hours for lender meetings, (ii) allowing Buyer to Parent at or immediately prior provide its lenders with access to the Effective Time customary payoff letters (subject to delivery Financials, the information in the data room as of funds arranged by Parent the date hereof established by, for or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement on behalf of the Company and its Subsidiaries, and shall make reasonable arrangements for the release any other pertinent information as may reasonably be requested by ▇▇▇▇▇, and (iii) obtaining releases of all liens Liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred payoff letters as requested by it Buyer or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6lenders.

Access to Information; Cooperation. (a) The Company Seller shall allow Parent cause the Company, the Subsidiaries and its their respective officers, directors, representatives, agents and advisors Business Employees to afford, from the date of this Agreement to the Closing Date, the officers, employees, accountants, attorneys and other representatives and agents of the Purchaser and Purchaser Parent reasonable access at access, upon reasonable timesprior written notice, so long as reasonable advance notice is providedduring regular business hours, to its filesthe premises and designated officers, employees and agents, properties, books, records, Contracts, personnel records and offices, work papers of the Company and the Subsidiaries (including any Tax Returns or other Tax-related information pertaining to the Company and the Subsidiaries), and shall furnish the Purchaser and the Purchaser Parent such financial, operating and other information and data, as the Purchaser, through its officers, accountants, attorneys, and other employees or agents, may reasonably request, all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to any confidentiality provisions set forth in any contracts or agreements by which the terms of the Confidentiality Agreement. Notwithstanding the foregoingCompany or a Subsidiary is bound, the Company, in its sole discretion, may restrict Parent’s access and pursuant to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives theretoSection 5.14(a). (b) Prior No investigation or communication pursuant to this Section 5.02 shall affect or add to any representations or warranties of the parties or the conditions to the Merger Closing Dateobligations of the parties to consummate the Transactions. (c) Without limiting the generality of Section 5.02(a), prior to the Company Closing, each of the Seller Parent and the Seller shall use, and shall cause its the Company and the Subsidiaries to use, its and their commercially reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its the senior management personnel and their respective Representatives advisors, including legal and accounting advisors and auditors, of the Seller Parent, Seller and the Company to use their reasonable best efforts to provide, all provide such cooperation as is reasonably requested by the senior management personnel of the Purchaser Parent in connection with the arrangement, syndication, marketing and consummation financing by Purchaser Parent of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent transactions provided for in this Agreement and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives due diligence review of the Company and its the Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materialsby Purchaser Parent’s financing sources, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery cause senior management personnel of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Purchaser Parent, from Purchaser and the administrative agent under any credit agreement Company to be available at reasonable times, at reasonable locations in the New York metropolitan area, and on reasonable prior notice to meet with prospective lenders in presentations, meetings, and due diligence sessions with respect to Seller Parent’s financing of said transactions, the preparation of documents for said financing and the preparation of related marketing material, disclosure documents, projections, legal opinions and consents of auditors. The Purchaser Parent shall pay all of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the CompanySeller Parent’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or in connection therewith. (d) Prior to the Closing, each of the Seller Parent and the Seller shall provide, and shall cause the Company and the Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, directors, employees, Affiliatesrepresentatives and advisors of the Seller Parent, representatives the Seller, the Company and the Subsidiaries to, provide such cooperation as is reasonably requested by the Company’s nationally recognized independent accounting firm in connection with the audit contemplated by Section 7.03(i). (e) The Seller shall use commercially reasonable efforts after the Closing Date to cause the auditors referred to in Section 7.03(i) to consent to the inclusion of the audited financial statements referred to in Section 7.03(i) in any registration statement filed by the Purchaser Parent or agents any of its subsidiaries (the “Issuer”) with the Securities and Exchange Commission (the “SEC”), and the Purchaser Parent shall pay all Seller Parent’s reasonable out-of-pocket expenses incurred in connection therewith. The Seller Parent shall use commercially reasonable efforts to cause the aforesaid auditors to cooperate with the Issuer in resolving any comments on the audited financial statements referred to in Section 7.03(i) by the staff of the SEC, and the Purchaser Parent shall pay all of the Seller Parent’s reasonable out-of-pocket expenses incurred in connection therewith. (f) For a period of at least seven (7) years after the Closing Date, the Purchaser shall either (i) retain the books and records of the Company and the Subsidiaries and shall provide the Seller and its representatives and Affiliates with reasonable access to such books and records during normal business hours upon reasonable prior written notice for any reasonable business purpose specified in such written notice or (ii) shall afford the Seller a reasonable opportunity a the Seller’s sole expense to take possession of such books and records. (g) Prior to the Closing, the Seller Parent shall, at its own expense, cause the removal of all liens relating to Taxes on the stock or other equity interests, as the case may be, of the Company or any of the matters described in this Section 7.6Subsidiaries, if any such liens are then outstanding.

Access to Information; Cooperation. (a) The Company shall allow Parent From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and its agents subject to Applicable Law and advisors reasonable access at reasonable timesthe Confidentiality Agreement, so long as the Sellers will (i) give the Purchasers, their counsel and other authorized Representatives, upon reasonable advance notice is providedand during regular business hours, reasonable access to its filesthe properties, booksassets, books and records, Contractscontracts and other documents of the Business, personnel (ii) furnish to the Purchasers, their counsel and offices, including any other authorized Representatives such financial and all operating data and other information relating to Taxesthe Business as such Persons may reasonably request, Contractsand (iii) instruct the employees, Liabilitiesindependent accountants, counsel and financial condition and real, personal and intangible property, subject to the terms advisors of the Confidentiality AgreementSellers to cooperate with the Purchasers in their investigation of the Business. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s Purchasers and their agents shall not have access to any and all properties of the Sellers or their respective Affiliates for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media. Without prior written consent of the Sellers (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidentialwhich consent shall not be unreasonably withheld, delayed, or (iiiconditioned) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to and in coordination with the Merger Closing DateSellers, the Company shall use, and shall cause its Subsidiaries to use, its Purchasers and their reasonable best efforts to provideAffiliates shall not, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by contact any Governmental Entity client, vendor or supplier of any Seller or its Affiliates with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (Business or any committee thereof) to adopt any resolutions or take any other formal action with respect to any aspect of the Debt Financing prior transactions contemplated under this Agreement (for the avoidance of doubt, this covenant shall not prohibit employees of the Business from continuing to operate the Business, and performing their duties as employees of the Business, in the ordinary course). (b) From and after the Closing Date, and subject to Applicable Law and the confidentiality obligations contained herein, upon request (provided, that such a request may be denied by the Purchasers in their reasonable discretion save that the Purchasers shall not refuse such a request on the grounds of cost/effort alone to the Effective Time. Neither extent the Sellers agree to be liable for any reasonable out of pocket expenses incurred by the Purchasers in complying with such a request), each Purchaser will afford promptly to each Seller and its authorized Representatives reasonable access to the Companies’ and Company nor Subsidiaries’ properties, books, records, employees and auditors (i) to the extent requested to permit such Seller or any of its Subsidiaries shall be required Affiliates to pay comply with their financial reporting, accounting or auditing obligations with respect to any commitment period ending before the Closing Date or other similar fee or enter into any definitive agreement or incur any other liability or obligation (ii) in connection with any action, lawsuit, proceeding, investigation or other claim related to the Debt Financing conduct or ownership of the Business for which such Seller or such Affiliate has retained any liability under this Agreement. Unless otherwise consented to in writing by the Sellers, the Purchasers shall not, and shall not permit any Company or Company Subsidiary to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of any Company or Company Subsidiary for any period on or prior to the Closing Date that is not contingent on without first giving reasonable prior written notice to the Sellers and offering to surrender to the Sellers such books and records or any portion thereof which the applicable Purchaser or the applicable Company (or any of its Company Subsidiaries) may intend to destroy, alter or dispose of. (c) From and after the Closing Date. The Company hereby consents , and subject to Applicable Law and the confidentiality obligations contained herein, upon request (provided, that such a request may be denied by the Sellers in their reasonable discretion save that the Sellers shall not refuse such a request on the grounds of cost/effort alone to the use extent the Purchasers agree to be liable for any reasonable out of pocket expenses incurred by the Sellers in complying with such a request), each Seller will afford promptly to each Purchaser and its authorized Representatives reasonable access each member of the Seller Group’s properties, books, records, employees and auditors with respect to periods prior to the Closing (i) to the extent requested to permit such Purchaser or any of its and its relevant Subsidiaries’ logos Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date or (ii) in connection with any action, lawsuit, proceeding, investigation or other claim related to the Debt Financingconduct or ownership of the Business. If applicableUnless otherwise consented to in writing by the Purchasers, the Company willSellers shall not, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and will cause its Subsidiaries to, use commercially reasonable efforts records of any member of the Seller Group to deliver the extent it relates to Parent at the Business for any period on or immediately prior to the Effective Time customary payoff letters Closing Date without first giving reasonable prior written notice to the Purchasers and offering to surrender to the Purchasers such books and records or any portion thereof which the applicable Seller or the member of the Seller Group may intend to destroy, alter or dispose of. (d) In furtherance of the foregoing, from and after the Closing Date, the Purchasers will provide and, as applicable, cause their respective employees and Affiliates and their employees to provide, commercially reasonable cooperation with requests by or on behalf of any Seller pursuant to Section 7.2(b); provided that, notwithstanding the foregoing, the Purchasers will only be obligated to cause any Person to cooperate with the Sellers pursuant to this Section 7.2(d) if and for so long as the Purchasers are capable of directing the actions of such Person. (e) Any access granted to either party or its Representatives pursuant to this Section 7.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 7.2 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party or its Representatives in connection therewith. (f) Notwithstanding anything to the contrary contained herein, nothing in this Section 7.2 shall require (i) the Sellers or the Purchasers, as applicable, to provide the other party or its Representatives with access to (A) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, is sensitive or the disclosure of which could subject such party or its Affiliates to delivery risk of funds arranged by Parent liability, or Merger Sub(B) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of its Affiliates is bound, or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided, that in the case of this clause (y), the disclosing party shall use reasonable best efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such attorney-client or similar privilege, or (ii) either party’s independent accountants to make available to the other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6independent accountants.

Access to Information; Cooperation. From and after the date hereof and until the date that is eighteen (a18) The Company months following the Closing Date, Seller shall allow Parent permit Buyer and its agents representatives and advisors reasonable access agents, to make such investigation of the assets, properties, business and operations of Seller and such examination of the books, records, financial condition and operations of Seller and its Affiliates, in each case, to the extent reasonably related to the Acquired Assets or the Assumed Liabilities, as Buyer may reasonably request; provided that such consultation shall not unreasonably disrupt Seller’s operations. Any such investigation and examination shall be conducted at reasonable times, so long on reasonable prior notice and under reasonable circumstances and Seller shall cooperate fully therein. In order that Buyer may have full opportunity to make such a business, accounting and legal review, examination or investigation as reasonable advance notice is it or they may wish of the business and affairs of Seller reasonably related to the Acquired Assets or the Assumed Liabilities, Seller shall furnish, at Buyer’s cost and expense, the representatives of Buyer during such period with all such information and copies of such documents reasonably related to the Acquired Assets or the Assumed Liabilities as such representatives may reasonably request; provided that Seller may redact or withhold any portion of such materials that do not relate to the Product in the Territory or the Acquired Assets; provided, further, that Seller shall not be required to its filesmake available to Buyer any books, booksdocuments, records, Contractsfiles and similar materials (in each case, personnel whether or not in electronic form) prepared in connection with Transaction. Seller shall use commercially reasonable efforts to cause its officers, employees, consultants, agents, accountants and offices, including any attorneys to cooperate fully with such representatives in connection with such review and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreementexamination. Notwithstanding the foregoing, the Companybut subject to Section 6.9, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company Seller shall use, and shall cause its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries not be obligated to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provideany information, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing documents or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to that would violate the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return provisions of any collateral in the possession of such administrative agent, at or prior applicable Laws (including without limitation those relating to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6export controls).

Access to Information; Cooperation. (a) The From the Effective Date until the Closing, Seller shall, and shall cause each Company shall allow Parent and its agents and advisors reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all to: (i) afford Buyer and its Representatives reasonable access to and the right to inspect all of the properties, assets, premises, books and records, Contracts that contain restrictions on the disclosure of such Contract or the terms thereof and other documents and data related to each Company with prior written notice; (ii) documents that are attorney-client privileged furnish Buyer and each of its Representatives with such financial, operating and other data and information related to each Company as Buyer or confidential, or any of their Representatives may reasonably request; and (iii) documents that relate instruct the Representatives of Seller and each Company to their consideration cooperate with Buyer in its investigation of this Agreement or alternatives theretothe Companies. (b) Prior From the Effective Date until the Closing, Buyer, Seller and each Company agrees that the collection, use and disclosure of Personal Data by each party hereto in respect of the transaction before this transaction is effective is restricted to those purposes that relate to whether to proceed with, carry out and complete the transaction. In the event a party hereto collects, uses or discloses Personal Data before the transaction is effective, such party will protect such Personal Data with security safeguards appropriate to its sensitivity. If the transaction does not proceed, such party that has received such Personal Data shall return it to the Merger Closing Datedisclosing party, the Company shall useor destroy it, and shall cause its Subsidiaries to usewithin a reasonable time, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably as requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date disclosing party. (“Debt Financing”), including (Ac) delivering, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptlyPromptly, and in any event at least five (5) within 45 days prior of the Closing, Seller shall deliver to Buyer, audited financial statements for and financial information for each of the Companies, in each case in compliance with ASPE and otherwise in a form acceptable to Buyer, such that Buyer can meet their reporting obligations to the Closing DateUnited States Securities and Exchange Commission. (d) After the Closing, to the extent Seller receives any cash or other consideration on account of the Company Business, Seller covenants and agrees to hold such amount in trust for the benefit of Buyer, and to promptly notify Buyer of its receipt of such cash or other consideration and pay such amounts to an account of Buyer as directed by Buyer. (e) If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Buyer with full right, title and possession to the Purchased Shares, and indirectly, to the US Shares, and to transition to Buyer the Company Business, Seller agrees to take, and will take, all documentation such lawful and necessary action required to so do or that Buyer otherwise reasonably requests to carry out and give effect to Seller’s agreements and undertakings pursuant to this Agreement, including providing Buyer access to and use of Seller’s time collection database relating to the Company Business and providing Buyer access to, the right to inspect and copies of such books, records, documents, data and other information required by any Governmental Entity with respect relating to the Debt Financing under applicable “know your customer” Company Business as Buyer may reasonably request (including payroll records, invoices and antitax-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require related information relating to the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its Business and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of Seller). In furtherance thereof, Seller hereby agrees to execute and deliver, or cause to be executed and delivered, such administrative agentfurther instruments or documents, at in a form reasonably satisfactory to Buyer, or prior take such other action as may be necessary to carry out the Effective Datetransactions contemplated hereby. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6.​

Access to Information; Cooperation. (a) The Company From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to Applicable Law and the Confidentiality Agreement, Seller shall, and shall allow Parent cause its Affiliates to (i) give Buyer, its counsel and other authorized Representatives reasonable access to all properties, personnel, books and records of the Business, (ii) furnish to Buyer, its counsel and other authorized Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Business. Notwithstanding the foregoing, Buyer and its agents shall not have access (A) to any properties of the Business, including the Purchased Assets and advisors Real Property, for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (B) to any information to the extent relating to any Retained Business or (C) any Seller Tax Records, provided, that Seller shall extract from Seller Tax Records and provide to Buyer any information solely related to the Purchased Subsidiaries, the Purchased Assets, the Assumed Liabilities or the Business as reasonably requested by Buyer. (b) From and after the Closing Date, and subject to Applicable Law, upon request of the other party, Seller and Buyer will give the other party and its authorized Representatives reasonable access at reasonable times, so long as reasonable advance notice is provided, to its filesproperties, books, records, Contractsemployees and auditors (i) to the extent necessary to prepare and review the Closing Statement and the calculations therein, personnel (ii) to complete the audit contemplated by Section 6.14 and offices(iii) to the extent necessary to permit such other party to comply with its financial reporting, including accounting or auditing obligations with respect to any and all information relating period ending before the Closing Date with respect to Taxes, Contracts, the Business or the Excluded Assets or Excluded Liabilities, financial condition and real, personal and intangible propertyin each case, subject to restrictions set forth in Section 5.02 and Section 6.13, as applicable. From and after the terms Closing Date, and subject to Applicable Law, Seller will, and will cause its applicable Subsidiaries to, furnish to Buyer and its authorized Representatives, during normal business hours, upon reasonable notice, access to the Business Records held by Seller or its Subsidiaries that have not already been furnished pursuant to Section 2.02(n). (c) In furtherance of the Confidentiality Agreement. Notwithstanding the foregoing, from and after the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall useSeller and Buyer will provide and, and shall as applicable, cause its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its respective employees and their respective Representatives to use Affiliates and their reasonable best efforts employees to provide, all cooperation reasonably requested by Parent or on behalf of the other party, any of their respective Affiliates or their respective Representatives in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”), including (A) deliveringAssumed Liability or Excluded Liability, as promptly the case may be, which cooperation will include furnishing or causing to be furnished records, information and testimony as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent the parties, their respective Affiliates or their respective Representatives and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waiverscause employees who possess knowledge pertaining to any such Action to provide information, consentsrecollections and explanations with respect thereto and make themselves available, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity including for consultation with respect to settlement discussions and to attend strategy sessions and judicial and arbitration proceedings, as requested by any such party, their respective Affiliates or their respective Representatives in connection therewith; provided that, notwithstanding the Debt Financing under applicable “know your customer” foregoing, Buyer or Seller, as applicable, will only be obligated to cause any person to cooperate with the other party pursuant to this Section 6.08(c) if and antifor so long as Buyer or Seller, as applicable, is capable of directing the actions of such person. (d) Any access granted to either party or its Representatives pursuant to this Section 6.08 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 6.08 shall bear all of the out-money laundering rules of-pocket costs and regulationsexpenses (including attorneys’ fees, including but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the PATRIOT Act; providedother party or its Representatives in connection therewith. (e) Notwithstanding anything to the contrary contained herein, however, that nothing in this Section 7.6 6.08 shall require (i) Seller or Buyer, as applicable, to provide the Company Board other party or its Representatives with access to (x) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, the disclosure of which would reasonably be expected to subject such party or its Affiliates to risk of liability or (y) information the disclosure of which, in the disclosing party’s good faith opinion, based on the advice of counsel, would conflict with confidentiality obligations of the Retained Business to which such party or any committee thereof) of its Affiliates is bound or would reasonably be expected to adopt result in the forfeiture or waiver of any resolutions attorney-client or take any similar privilege; provided, that, in the case of this clause (y), the disclosing party shall use reasonable best efforts to provide the other formal action with respect party, to the Debt Financing prior extent possible, with access to the Effective Time. Neither relevant information in a manner that would not reasonably be expected to result in the Company nor its Subsidiaries shall be required forfeiture or waiver of any such attorney-client or similar privilege or violate such confidentiality provisions, (ii) either party’s independent accountants to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior make available to the Closing Date that is not contingent on the Closing Date. The Company hereby consents other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts such access to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), work papers in form and substance reasonably acceptable to Parentsuch independent accountants or (iii) Seller or Buyer, from as applicable, to provide the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it party or its officers, directors, employees, Affiliates, representatives Representatives access or agents incurred information in connection with any of the matters described Action in this Section 7.6which Seller or any Retained Subsidiary is an adverse party to Buyer.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall use, and shall cause its Subsidiaries to use, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate each Company Subsidiary to) afford to the Company and its Subsidiaries following the Merger Closing Date (“Debt Financing”)officers, including (A) deliveringemployees, as promptly as practicableaccountants, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial counsel and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financingrepresentatives of Purchaser, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and access, during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with during the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documents, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing period prior to the Effective Time. Neither , to all of the properties, books, contracts, commitments and records of the Company nor and the Company Subsidiaries. Prior to Closing, Purchaser and such representatives will hold any such information which is non-public in confidence in accordance with the provisions of the existing confidentiality agreement between the Company and Purchaser dated as of January 25, 2000 (the "CONFIDENTIALITY AGREEMENT"). So long as the out-of-pocket costs and expenses of the Company and/or the Company Subsidiaries in connection therewith are Special Costs, the Company agrees to provide reasonable cooperation, and to cause the Company Subsidiaries and its Subsidiaries shall be required and their respective officers, employees and representatives to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation provide reasonable cooperation in connection with the Debt Financing arrangement of the financing to be consummated at the Closing in respect of the transactions contemplated by this Agreement, including, without limitation, participation in meetings, due diligence sessions and road shows, and drafting sessions for the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents. The Company agrees to cooperate and take all requisite actions prior to the Closing Date to merge, form, consolidate or alter the structure of the transactions herein contemplated to the extent desirable in Purchaser's judgment for commercial, regulatory, tax or other reasons, including by entering into appropriate amendments to this Agreement; PROVIDED, HOWEVER, that is not contingent on such actions shall not, in the Company's reasonable judgment, (i) decrease the amount or change the kind of consideration paid to the Recipients pursuant to this Agreement or otherwise adversely affect, in any material respect, the interests of the Recipients pursuant to this Agreement or the Company (if the Closing Date. The Company hereby consents were not to the use of its occur) and its relevant Subsidiaries’ logos (ii) be required to be completed other than in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6Closing.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable times, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall useSellers shall, and shall cause its Subsidiaries to usetheir affiliates (including Companies) to, its and their reasonable best efforts to provide, and to cause its and their Subsidiaries to provide and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with during the arrangement, syndication, marketing and consummation of any debt financing that may relate period prior to the Company Closing (i) afford to Purchaser and its Subsidiaries following the Merger Closing Date (“Debt Financing”)representatives reasonable access, including (A) delivering, as promptly as practicable, to Parent and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing upon reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number to all the properties, facilities, books, Contracts, Tax Returns and records of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management Companies and the employeesSellers (but only to the extent they relate to the Business, investment bankers, attorneys, accountants the Purchased Assets and other Representatives of the Company and its SubsidiariesSubject Shares), presentations(ii) furnish promptly to Purchaser, road showsat Purchaser’s expense, due diligence sessionsany information concerning the Business as Purchaser may reasonably request, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials in connection with the Debt Financing and customary authorization letters related thereto, (E) causing appropriate officers of the Company and its Subsidiaries to execute and deliver definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions or other documentseach case, to the extent reasonably requested by Parent and otherwise facilitate the pledging of collateral related to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees and other security interests; provided that the effectiveness of any definitive documentation executed by the Company or any of its Subsidiaries shall be subject to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management consummation of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActAcquisition; provided, however, that nothing in this Section 7.6 such access does not unreasonably disrupt the normal operations of the Business and shall require not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the Company Board (or any committee thereof) employees, counsel and financial advisors of the Sellers and the Companies to adopt any resolutions or take any other formal action reasonably cooperate with Purchaser with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries foregoing; provided, however, that Purchaser shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements responsible for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it Sellers and the Companies in connection with their compliance with this Section 5.02(a). (b) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its officers, directors, employees, Affiliates, representatives or agents incurred affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or CLI-2060753v12 any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the matters described Sellers or their affiliates. (c) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in this Section 7.6their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. (a) The Company shall allow Parent and its agents and advisors reasonable access at reasonable timesFrom the date hereof until the Closing, so long as reasonable advance notice is provided, to its files, books, records, Contracts, personnel and offices, including any and all information relating to Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the Company, in its sole discretion, may restrict Parent’s access to any and all (i) Contracts that contain restrictions on the disclosure of such Contract or the terms thereof (ii) documents that are attorney-client privileged or confidential, or (iii) documents that relate to their consideration of this Agreement or alternatives thereto. (b) Prior to the Merger Closing Date, the Company shall useSeller shall, and shall cause the Company and each of its Subsidiaries to useto, (a) afford Buyer, its Financing Sources and its and their Representatives reasonable best efforts access to provideand the right to inspect all of the Real Property, properties, assets, premises, books and to cause its records, Contracts and their Subsidiaries to provide other documents and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement, syndication, marketing and consummation of any debt financing that may relate data related to the Company and its Subsidiaries following Subsidiaries; (b) furnish Buyer, its Financing Sources and its and their Representatives with such financial, operating and other data and information related to the Merger Closing Date Company as Buyer or any of its Representatives may reasonably request; (“Debt Financing”), including (Ac) delivering, as promptly as practicable, to Parent instruct the Representatives of Seller and the financial institutions providing or arranging such Debt Financing (the “Financing Sources”) such financial and other pertinent information regarding the Company to cooperate with Buyer and its Subsidiaries as may be reasonably requested to consummate such Debt Financing, (B) providing reasonable direct contact between senior management and Representatives of the Company and its Subsidiaries and the Financing Sources with reasonable advance notice and during normal business hours, (C) participating in a reasonable number of meetings (including customary one-on-one meetings or conference calls with the parties acting as lead arrangers, bookrunners, and/or prospective lenders in the Debt Financing and senior management and the employees, investment bankers, attorneys, accountants and other Representatives its investigation of the Company and its Subsidiaries); and (d) provide Buyer and its Financing Sources, presentationsat the expense of Buyer, road shows, due diligence sessions, rating agency sessions, drafting sessions, and other customary syndication activities, (D) assisting in the preparation of customary syndication documents and materials, including confidential information memoranda, lender presentations, road show materials, rating agency materials and other similar documents and materials all cooperation that is reasonably requested by Buyer in connection with the Debt Financing, including: (i) participating in due diligence sessions with the Financing Sources, (ii) executing and delivering at the Closing any necessary pledge and security documents and otherwise facilitating the granting of the first priority perfected security interests in and liens upon the collateral contemplated under the Financing (and including mortgages as to any real property collateral and agreements by Seller to allow the Financing Sources to use the assets subject to the Equipment Lease, to receive the benefits of the services under the Transition Services Agreement and otherwise relating to the handling of collections of accounts receivable and other matters concerning the collateral for the Financing) and providing customary deliverables, (iii) obtaining surveys, title insurance, customary landlord, warehouse and bailee lien and access waivers and deposit and investment account control agreements at the sole expense of and as requested by Buyer on behalf of the Financing Sources, (iv) taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing and customary authorization letters related theretoto permit the proceeds thereof to be made available to the Company, (E) causing appropriate officers including entering into one or more credit agreements, indentures and/or other instruments on terms satisfactory to Buyer in connection with the Financing, in each case to be effective immediately prior to the Closing to the extent direct borrowings or debt incurrence by the Company is contemplated in the Financing. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries to execute and deliver definitive financing documentsthe Real Property, including credit agreementsthe collecting and analysis of samples of indoor or outdoor air, intercreditor agreementssurface water, pledge groundwater or surface or subsurface land on, at, in, under or from the Company and security documents, and certificates, legal opinions the Real Property. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company. No investigation by Buyer or other documentsinformation received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. Notwithstanding anything else to the extent reasonably requested by Parent and otherwise facilitate the pledging contrary in this Section 5.02, nothing in this Section 5.02 shall require Seller to provide Buyer, its Affiliates, or any Representatives of collateral to secure the Debt Financing, the pay-off of existing indebtedness and the release of related liens, guarantees Buyer any Tax Returns (or supporting work papers and other security interests; provided that the effectiveness documents) filed on a consolidated, combined or similar basis with Seller or any of its Affiliates (except for information pertaining to any definitive documentation executed by tax attributes or tax positions applicable to the Company or any of its Subsidiaries shall be subject Subsidiary), or otherwise not pertaining to the Merger Closing, (F) coordination of audit reports, comfort letters, authorization letters and consents of accountants and auditors with respect to financial statements and other financial information contained in the information referred to in (A) above, (G) providing financial statements in the form and to the extent provided internally to senior management of the Company as promptly as reasonably practicable after providing such financial statements internally to senior management business or assets of the Company, (H) taking actions to (1) permit the Financing Sources and other prospective lenders involved in the Debt Financing to conduct collateral audits and field exams and evaluate the Company’s and its Subsidiaries’ current assets, receivables, inventory, cash management and accounting system, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date in connection with the delivery of a Borrowing Base Certificate (to be defined in the definitive documents governing the Debt Financing), and (2) assist Parent to establish or maintain, as of the Closing Date, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing, (I) using reasonable best efforts to obtain waivers, consents, estoppels, approvals, authorizations and instruments that may be reasonably be requested by Parent, (J) to the extent requested by Parent, arranging discussions among Parent and its Financing Sources with other parties to leases, encumbrances and contracts as of the Closing Date, and (K) furnishing Parent and any Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, however, that nothing in this Section 7.6 shall require the Company Board (or any committee thereof) to adopt any resolutions or take any other formal action with respect to the Debt Financing prior to the Effective Time. Neither the Company nor its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Debt Financing prior to the Closing Date that is not contingent on the Closing Date. The Company hereby consents to the use of its and its relevant Subsidiaries’ logos in connection with the Debt Financing. If applicable, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts to deliver to Parent at or immediately prior to the Effective Time customary payoff letters (subject to delivery of funds arranged by Parent or Merger Sub), in form and substance reasonably acceptable to Parent, from the administrative agent under any credit agreement of the Company and its Subsidiaries, and shall make reasonable arrangements for the release of all liens and other security over the Company’s and its Subsidiaries properties and assets securing its obligations thereunder, together with the return of any collateral in the possession of such administrative agent, at or prior to the Effective Date. Notwithstanding anything to the contrary herein, Parent shall promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by it or its officers, directors, employees, Affiliates, representatives or agents incurred in connection with any of the matters described in this Section 7.6.