Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law laws relating to the confidentiality of information, Seller shall cause the Companies and each of their Subsidiaries to, afford to the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultantscounsel, financial and legal advisors, agents, financing sources (including potential financing sources) agents and other authorized representatives Representatives of Parent and such other partiesBuyers, collectivelyreasonable access, “Representatives”) reasonable access during normal business hours during the period prior to the officesClosing Date, to all its personnel, properties, books books, contracts, commitments and records records, and, during such period, the Companies shall, and shall cause each of any Group Companytheir Subsidiaries to, make available to each Buyer and its Representatives (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) furnish to Parent all other information concerning its business, operations, properties and its Representatives such existing financial and operating data and other existing information personnel as such persons Buyers may reasonably request in writingrequest. Neither the Companies, and (iii) instruct its and its nor any of their Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement (provided, Seller shall cause the Companies to use reasonable best efforts to obtain waivers thereof upon request by a Buyer) entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in such a manner as not to interfere unreasonably with which the business or operations restrictions of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiespreceding sentence apply. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information and materials provided or made available pursuant to this Section 6.03 to Parent or its Representatives Agreement shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations provisions of the parties heretoConfidentiality Agreement.

Access to Information. (a) From the date hereof until the earlier of Closing Date, to the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and extent ETE has the Confidentiality Agreementsright under the Sigma Merger Agreement, upon reasonable advance notice the request from ParentETP, the Company shall ETE will: (ia) provide to Parent (give ETP and Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other parties, (collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Companythe Citrus Parties and to the books and records relating to the Citrus Parties and permit ETP to make copies thereof, in each case (i) during normal business hours and (ii) solely to the extent that ETE either (1) has access to such offices, properties, books and records and has the right, to provide access to such offices, properties, books and records to such Persons or (2) has the right to require Southern Union to provide such access to such Persons; and (b) furnish to Parent ETP and its Representatives such existing financial operating data and other information relating to the Citrus Parties as such Persons may reasonably request, solely to the extent that ETE either (i) possesses such financial and operating data and other existing information as and has the right, to furnish such persons may reasonably request in writing, financial and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors operating data and other Representatives information to reasonably cooperate such Persons or (ii) has the right, pursuant to the Citrus Capital Stock Agreement, to require the Citrus Parties to furnish such financial and operating data and other information to such Persons. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere with Parent and its Representatives in their investigationthe conduct of the business of the Citrus Parties. Notwithstanding the foregoing, ETP shall not be entitled to perform any such intrusive or subsurface investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations other sampling of, on or under any of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees properties of the Company Citrus Parties without the prior written consent of ETE. Notwithstanding the foregoing provisions of this Section 5.3, ETE shall not be required to, or its Subsidiaries of their duties. (b) Notwithstanding anything to cause the contrary in Section 6.03(a)Citrus Parties to, nothing in this Agreement shall require the Company grant access or any of its Subsidiaries furnish information to provide Parent ETP or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, an attorney/client or attorney work product privilege or that at such access or the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure furnishing of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law or an existing Contract. To the extent practicable, ETE shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. To the fullest extent permitted by Law. , ETE and its Representatives and Affiliates shall (c1) All information not be responsible or liable to ETP for personal injuries sustained by ETP’s Representatives in connection with the access provided or made available pursuant to this Section 6.03 to Parent or its Representatives 5.3 and (2) shall be subject to indemnified and held harmless by ETP for any losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the Confidentiality Agreementsgross negligence or willful misconduct of ETE. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Subject to applicable Law and the date hereof until other provisions of this Section 6.7, the Company and Parent each shall (and shall cause its Subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Exchange Prospectus, the Joint Proxy Statement, any Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives, during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreementsterms of Section 8.1, reasonable access, at reasonable times upon reasonable advance notice from Parentprior notice, to the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books offices and records other facilities of any Group Companythe Company and its Subsidiaries and to their books, (ii) records, Contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct concerning its and its Subsidiaries’ employeesbusiness, legal counselproperties, financial advisorsContracts, auditors records and other Representatives personnel as may be reasonably requested, from time to reasonably cooperate with time, by or on behalf of Parent. Parent and its Representatives in their investigation. Notwithstanding the foregoing, shall conduct any such investigation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in cause any significant unreasonable interference with the prompt and timely discharge by the employees of the Company or and its Subsidiaries of their normal duties.. Notwithstanding the foregoing: (bi) Notwithstanding anything No Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information, as applicable, to the contrary in Section 6.03(a)other Party or any of its Representatives to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, nothing in this Agreement shall require as applicable, is prohibited by applicable Law or an existing Contract or agreement (provided, however, the Company or Parent, as applicable, shall inform the other Party as to the general nature of what is being withheld and the Company and Parent shall reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to (A) obtain the required Consent or waiver of any third party required to provide such information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege); (ii) No Party shall have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other personnel information that in the other Party’s good faith opinion the disclosure of which could subject the other Party or any of its Subsidiaries to provide Parent or any risk of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or liability; (iii) Each Party shall not be permitted to conduct any invasive or intrusive sampling or analysis (commonly known as a “Phase II”) of any environmental media or building materials at any facility of the disclosure other Party or its Subsidiaries without the prior written consent of the other Party (which may be granted or withheld in such books, records, documents or other information is prohibited by applicable Law.Party’s sole discretion); and (civ) All No investigation or information provided or made available pursuant to this Section 6.03 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent or its Merger Sub herein and no Party shall, and each Party shall cause their respective Representatives shall be subject to the Confidentiality Agreements. (d) No investigation not, use any information obtained pursuant to this Section 6.03 6.7 for any purpose unrelated to the evaluation, negotiation or consummation of the Transactions. (b) The Confidentiality Agreement dated as of June 15, 2020 between Parent and the Company (the “Confidentiality Agreement”) shall affect any representation or warranty in survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder. All information provided to any Party or its Representative pursuant to or in connection with this Agreement is deemed to be “Evaluation Material” as defined under the Confidentiality Agreement. From and after the date of any party hereto or any condition this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII, each Party shall continue to provide access to the obligations other Party and its Representatives to the electronic data room relating to the Transactions maintained by or on behalf of it to which the parties heretoother Party and its Representatives were provided access prior to the date of this Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to applicable Law any restrictions or limitations contained in Section 5.3 or elsewhere in this Article VII, from and after the Confidentiality AgreementsEffective Time, upon reasonable advance notice from Parent, each of Dover and ▇▇▇▇▇▇▇ shall afford to the Company shall (i) provide to Parent (other and Parent’s officers, directors, employees, its authorized accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized designated representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours hours, subject to appropriate restrictions for classified, privileged or confidential information and to the officesrequirements of any applicable Law, to the personnel, properties, books and records Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and only for the duration such access is required, and relates to (x) such other Party or the conduct of its business prior to the Effective Time or (y) any Ancillary Agreement; provided, however, in the event that a Party determines that any such access or the provision of any Group Company, such information (iiincluding information requested under Section 5.3 or Section 7.1) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall would be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result commercially detrimental in any significant interference with the timely discharge by the employees of the Company material respect, violate any Law or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement Contract with a Third Party (provided, that at the request of Parentor waive any attorney-client privilege, the Company work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (and, to the extent applicable, shall use its commercially reasonable best efforts to obtain the Consent from any Third Party required to make such disclosure without violating a waiver from such Contract with a Third Party)) to permit compliance with such information request in a manner that avoids any such harm, (ii) violation or consequence. Each of Dover and ▇▇▇▇▇▇▇ shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the disclosure of such books, records, documents other Party’s Confidential Information or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to Section 5.3 or this Section 6.03 Article VIII of their obligation to Parent or its Representatives shall be subject to hold such information confidential in accordance with the Confidentiality Agreementsprovisions of this Agreement. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof until the earlier Interim Period, each of the Effective Time Company and termination of this Agreement pursuant to Article VIII Parent shall, and subject to applicable Law and the Confidentiality Agreementsshall direct their Subsidiaries to, upon reasonable advance notice from Parentwritten notice, provide, or cause to be provided, to the Company shall (i) provide to Parent (other and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other their authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access Representatives during normal business hours reasonable access to the their offices, propertiesproperties and Books and Records, books and records of any Group Company, (ii) furnish in a manner so as to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate not interfere with Parent and its Representatives in their investigationnormal business operations. Notwithstanding the foregoing, neither Parent or Merger Sub, on the one hand, or any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations member of the Company or its Subsidiaries or otherwise result in any significant interference with Group, on the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything other hand, shall be required to provide to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company other or any of its authorized Representatives any information (i) if and to the extent doing so would (A) violate any applicable Law, including any Data Protection Law, (B) result in the disclosure of any trade secrets of third parties in breach of any contract or other agreement with such third party, (C) violate any legally-binding obligation with respect to confidentiality, non-disclosure. or privacy, or (D) jeopardize protections afforded under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company or Parent shall, and shall cause their Subsidiaries to, use their commercially reasonable efforts to (1) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, contract, agreement, obligation or Law and (2) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any member of the Company Group, on the one hand, and any Parent Party or any of its Representatives with access to any bookstheir respective Representatives, recordson the other hand, documents or other are adverse parties in a litigation and such information to is reasonably pertinent thereto; provided that, in the extent that case of clause (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parentii), the Company withholding party shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable provide to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations prompt written notice of the parties heretowithholding of access or information on any such basis.

Access to Information. (a) From the date hereof of this Agreement until the earlier to occur of the Effective Time and valid termination of this Agreement pursuant to in accordance with Article VIII and subject to applicable Law VII and the Confidentiality Agreements, upon reasonable advance notice from ParentEffective Time, the Company shall, and shall cause each Company Subsidiary to (ia) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial Merger Sub and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) their respective Representatives reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation of any business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge conducted by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any Company Subsidiary, to the officers, employees, agents, properties, offices and other facilities of its the Company and the Company Subsidiaries and to provide the books and records (including Tax Returns and supporting documentation) of the Company and the Company Subsidiaries, and (b) furnish promptly such information concerning the business, properties, offices and other facilities, Contracts, assets, liabilities, employees, officers and other aspects of the Company and Company Subsidiaries as Parent or any of its Representatives with may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access to any books, records, documents or other furnish such information to the extent that the Company is advised by counsel that doing so would: (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, provided that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company shall use its commercially reasonable efforts to maintain allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); (ii) violate any confidentiality obligations of the Company or any Company Subsidiary to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party (iii) provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure and implement appropriate procedures to enable the disclosure of such booksinformation); (iii) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive; or (iv) breach, recordscontravene or violate any applicable Law (including any Antitrust Law). Notwithstanding anything herein to the contrary, documents from the date of this Agreement until the earlier to occur of the valid termination of this Agreement in accordance with Article VII and the Effective Time, Parent and Merger Sub shall not, and shall cause their respective Representatives acting on their behalf not to, contact any customer, partner, vendor, supplier or other employee of the Company or any of the Company Subsidiaries, in each case outside of the ordinary course of business and in connection with the Transactions without the Company’s prior written consent. All requests for information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives 5.06 shall be subject directed to the Confidentiality Agreements. person or persons designated by the Company. During any visit to the business or property sites of the Company or any of the Company Subsidiaries, each of Parent and Merger Sub shall, and shall cause their respective representatives accessing such properties to, comply with all applicable Laws and the Company’s and the Company Subsidiaries’ reasonable safety and security procedures. Notwithstanding anything to the contrary contained in this Section 5.06, from the date of this Agreement until the earlier to occur of the valid termination of this Agreement in accordance with Article VII and the Effective Time, none of Parent, Merger Sub or any of their respective affiliates shall conduct, without the prior written consent of the Company (dwhich consent shall not be unreasonably withheld, delayed or conditioned), any environmental investigation at any real property owned or leased by the Company, and in no event may any environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any of such real property. Nothing in this Section 5.06 shall require the Company to permit any inspection of, or to disclose any information regarding, the deliberations of the Company Board or any committee thereof with respect to the Merger or the Transactions or any similar transaction or transactions (including the sale of one or more divisions) No investigation with any other person, the entry into this Agreement, or any materials provided to the Company Board or any committee thereof in connection therewith. Disclosure obligations regarding a Competing Proposal shall be governed by Section 5.03. Parent shall, and shall cause each of its Subsidiaries and its and their respective representatives to, hold all information provided or furnished pursuant to this Section 6.03 shall affect any representation or warranty 5.06 confidential in this Agreement of any party hereto or any condition to accordance with the obligations terms of the parties heretoConfidentiality Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable advance notice and subject to applicable Law Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the Confidentiality Agreementsother party and its Representatives, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours (and, with respect to books and records, the right to copy) to all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for integration and operational planning related to the officestransactions contemplated by this Agreement; provided, propertiesthat such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, books from the date of this Agreement until the Effective Time, Parent and records the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Group CompanyGovernmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the furnishing party), and (ii) furnish to Parent all information concerning Parent’s or the Partnership’s business, properties and its Representatives such existing financial and operating data and personnel as the other existing information as such persons party may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employeesincluding all information relating to environmental matters, legal counsel, financial advisors, auditors and for the purpose of completing the other Representatives to reasonably cooperate with Parent and its Representatives in their investigationparty’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to provide access to any information the disclosure of which the other party has concluded may jeopardize any privilege available to such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company party or any of its Subsidiaries Affiliates relating to provide Parent such information or would be in violation of a confidentiality obligation binding on such party or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawAffiliates. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of to the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentTime, the Company shall, and shall (i) provide to Parent (and Parent’s cause its officers, directors, employees, accountantsauditors and agents to, consultantsafford the officers, financial employees and legal advisorsagents of the Purchaser reasonable access at all reasonable times to its officers, employees, agents, financing sources (including potential financing sources) properties, offices and other authorized representatives of Parent facilities and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, all books and records of any Group Companyrecords, (ii) and shall furnish to Parent the Purchaser with all financial, operating and its Representatives such existing financial and operating other data and other existing information as such persons the Purchaser, through its officers, employees or agents, may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesrequest. (b) Unless otherwise required by law and until the Appointment Date, the Purchaser agrees that it shall, and shall cause its affiliates and each of their respective officers, directors, employees, financial advisors and agents (the "Purchaser Representatives"), to hold in strict confidence all data and information obtained by them from the Company (unless such information is or becomes publicly available without the fault of any of the Purchaser Representatives or public disclosure of such information is required by law in the opinion of counsel to the Purchaser) and shall ensure that the Purchaser Representatives do not disclose such information to others without the prior written consent of the Company. Notwithstanding anything herein to the contrary contrary, the terms of the Confidentiality Agreement, dated December 1, 1998 (the "Confidentiality Agreement") executed by the stockholders of Purchaser shall remain in Section 6.03(a)full force and effect. (c) In the event of the termination of this Agreement, nothing in this Agreement the Purchaser shall, and shall require cause its affiliates to, return (without maintaining any electronic, digital, magnetic or optical representation thereof) promptly every document furnished to them by the Company or any of its Subsidiaries representatives in connection with the transactions contemplated hereby and any copies (without maintaining any electronic, digital, magnetic or optical representation thereof) thereof which may have been made, and shall cause the Purchaser Representatives to provide Parent or whom such documents were furnished promptly to return such documents and any copies thereof any of its Representatives them may have made, other than documents filed with access to any books, records, documents the SEC or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawotherwise publicly available. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From and after the date hereof of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to in accordance with Article VIII and subject to applicable Law and the Confidentiality AgreementsX, upon reasonable advance notice from Parentand subject to applicable Law, the Company each Party shall (iand shall cause its Subsidiaries to) provide afford to Parent (any other Party, its Affiliates and Parent’s its officers, directorsagents, control persons, employees, accountants, consultants, financial consultants and legal advisors, agents, financing sources professional advisers (including potential financing sourcesattorneys, accountants and financial advisors) and other authorized representatives of Parent and such other parties, collectively, (“Representatives”) reasonable access during normal business hours hours, to the offices, properties, books and records all of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employeesproperties, legal counselbooks, financial advisorsContracts, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any bookscommitments, records, documents or officers and employees and, during such period each Party shall (and shall cause its Subsidiaries to) furnish to the other Party all other information concerning it, its Subsidiaries and each of their respective businesses, properties and personnel as the requesting Party may reasonably request; provided that the Party receiving such request may restrict the foregoing access and the disclosure of information to the extent that that, in the good faith judgment of such Party, (i) any Law applicable to such books, records, documents Party or other information is subject its Subsidiaries requires such Party or its Subsidiaries to restrict or prohibit access to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)properties or information, (ii) the information is subject to confidentiality obligations to a Third Party (provided that the Company shall use commercially reasonable efforts to obtain approval from such Third Party to disclose such information to the extent practicable), (iii) disclosure of any such books, records, documents information or other information would document could result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iiiiv) such access would unreasonably disrupt the disclosure operations of such books, records, documents Party or other information is prohibited by applicable Lawany of its Subsidiaries. (cb) All With respect to the information provided or made available disclosed pursuant to this Section 6.03 8.5(a), each of Parent and the Company shall comply with, and shall cause such Party’s Representatives to Parent or comply with, all of its Representatives shall be subject to obligations under the Confidentiality AgreementsAgreement, which agreement shall remain in full force and effect in accordance with its terms. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Subject to Section 6.3(b), from the date hereof until the earlier of this Agreement to the Effective Time and or the earlier termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentSection 8.1, the Company shall, and shall cause each Company Subsidiary and each of its and their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors and agents and other representatives (collectively, “Company Representatives”) to, (i) provide to Parent (and Parent’s the Purchaser and each of their respective officers, directors, employees, accountants, consultants, financial and legal counsel, investment bankers, advisors, agents, financing sources (including potential financing sources) agents and other authorized representatives of Parent and such other parties, (collectively, “Parent Representatives,” and, each, together with each of the Company Representatives, a “Representative”) reasonable access during normal business hours at reasonable times and upon reasonable prior notice to the officesCompany, to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records of any Group Company, thereof and (ii) furnish promptly furnish, or cause to Parent and its Representatives be furnished, such existing financial and operating data reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other existing information aspects of the Company and the Company Subsidiaries as such persons Parent, the Purchaser or the Parent Representatives may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigationrequest. Notwithstanding the foregoing, neither the Company nor any such investigation Company Subsidiary shall be conducted required to provide access to or disclose information where such access or disclosure would (A) interfere in such a any significant manner as not to interfere unreasonably with the operation or business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with Company Subsidiary, (B) jeopardize the timely discharge by the employees attorney-client privilege of the Company or its Subsidiaries of their duties. any Company Subsidiary or (bC) Notwithstanding anything contravene any Law or Contract to the contrary in Section 6.03(a), nothing in this Agreement shall require which the Company or any of its Subsidiaries to provide Parent Company Subsidiary is party or any of its Representatives with access privacy policy applicable to the Company’s or any booksCompany Subsidiary’s customer information (provided that the Company shall, records, documents or other information to the extent reasonably practicable, cause such information to be provided in a manner that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would not result in the loss of attorney-client such jeopardy or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawviolation). (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law in accordance with its terms, each of Parent and the Confidentiality AgreementsCompany shall keep the Investor reasonably informed of any material development of the proposed Distribution (including the status thereof) and, upon reasonable advance notice from Parentnotice, each of Parent and the Company shall (iand each shall cause its respective Subsidiaries to) provide afford to Parent (the Investor and Parent’s its officers, directors, employees, accountants, consultantscounsel, and financial and legal advisorsadvisors reasonable access, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours hours, to (a) the offices, properties, books and records of any Group Company, (ii) furnish principally relating to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, the China Business and (iiib) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the senior management employees of the Company Company; provided, however, that Parent or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with may restrict the foregoing access to any books, records, documents or other information to the extent that (i) such books, records, documents any Applicable Laws or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Material Contract requires Parent, the Company shall use its reasonable best efforts or any of their respective Subsidiaries to obtain a waiver from restrict or prohibit access to any such Third Party), properties or information or (ii) the disclosure of such books, records, documents or other information would result in violate confidentiality obligations to a third party (who is not an outside advisor of Parent and/or the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain Company). The Investor will hold any such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available obtained pursuant to this Section 6.03 5.8 in confidence in accordance with, and will otherwise be subject to, the provisions of the undertaking to Parent dated May 5, 2016 by the Investor and the underlying Confidentiality Agreement dated February 4, 2016 between Parent and Primavera Capital Limited (as may be amended or supplemented, the “Confidentiality Agreement”). Notwithstanding anything in the Confidentiality Agreement or this Agreement to the contrary, following the Closing, (x) any disclosure of information (other than any information relating to the Parent or its Representatives Subsidiaries (excluding, for the avoidance of doubt, the Company and its Subsidiaries)) that is not prohibited by Section 3.2 of the Shareholders Agreement shall not be subject deemed to be a breach of this Section 5.8 or the Confidentiality Agreements. Agreement, (dy) No investigation pursuant any action that is not prohibited by Section 2.2 of the Shareholders Agreement shall not be deemed to this Section 6.03 shall affect any representation or warranty in this Agreement be a breach of any party hereto or any condition to the standstill obligations of the parties heretoInvestor solely in respect of the Company set forth in the seventh paragraph of the Confidentiality Agreement, and (z) except as provided in (x) and (y), nothing in this Section 5.8 shall be construed to limit or otherwise modify the provisions or term of the Confidentiality Agreement, which shall survive any termination of this Agreement. Any investigation by the Investor shall not affect the representations and warranties contained herein or the conditions to the respective obligations of the Parties to consummate the Investment.

Access to Information. During the Interim Period, the Company and Parent shall each use its commercially reasonable efforts to, (a) From continue to give the date hereof until the earlier of the Effective Time other party, its legal counsel and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and its other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable Representatives full access during normal business hours to the offices, properties, books properties and records Books and Records of any Group Companythe Company (including the Company continuing to provide Parent and its representatives access to the “data rooms” or “virtual data rooms” used in connection with the negotiation of and entering into this Agreement), (iib) furnish to Parent the other party, its legal counsel and its other Representatives such existing financial information relating to the business of the Company and operating data and other existing information Parent as such persons Persons may reasonably request including additional diligence information requested by Parent which the Company shall input into the “data rooms” or “virtual data rooms” used in writing, connection with the negotiation of and entering into this Agreement and (iiic) instruct cause its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors accountants and other Representatives to reasonably cooperate with the other party in its investigation of the Business (in the case of the Company) or the business of Parent (in the case of Parent); provided, that no investigation pursuant to this Section 6.3 (or any investigation made prior to the date hereof) shall affect any representation or warranty given by the Company or Parent; and its Representatives in their investigation. Notwithstanding the foregoingprovided, further, that any such investigation pursuant to this Section 6.3 shall be conducted in such a manner as not to interfere unreasonably with the business or operations conduct of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees Business of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a)Company, nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any booksprovided further that, records, documents or other information to the extent that (i) such booksthe furnishing of any information pursuant to this Section 6.3, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at if the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure furnishing of such booksinformation would, recordsin the opinion of legal counsel to such party, documents or other information would result in the loss of attorney-client privilege or other legal privilege that could not from such disclosure, in which case the parties will enter into a joint defense arrangement or similar agreement, in a form and substance reasonably satisfactory to the parties, in order to allow such information to be remedied by use disclosed without the loss of common interest agreements attorney-client privilege or other arrangements privilege with respect to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawinformation. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law laws relating to the exchange of information, HCI shall, and shall cause each of its Subsidiaries to, afford to the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives of Parent and such the other partiesproperty access, collectively, “Representatives”) reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records records, and to its officers, employees, accountants, counsel and other representatives and, during such period, HCI shall, and shall cause its Subsidiaries to, make available to the other party (i) a copy of any Group Companyeach report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws (other than reports or documents which HCI, as the case may be, is not permitted to disclose under applicable law) and (ii) furnish to Parent all other information concerning its business, properties and its Representatives such existing financial and operating data and other existing information personnel as such persons other party may reasonably request in writing, and (iii) instruct reasonable request. None of HCI nor any of its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation Subsidiaries shall be conducted in required to provide access to or to disclose information where such a manner as not to interfere unreasonably with access or disclosure would violate or prejudice the business or operations rights of its customers, jeopardize the attorney-client privilege of the Company institution in possession or its Subsidiaries control of such information or otherwise result contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in any significant interference with which the timely discharge by the employees restrictions of the Company or its Subsidiaries of their dutiespreceding sentence apply. (b) Notwithstanding anything Neither HCI nor ALC shall disclose to any third party, other than its directors, officers, employees, accountants, attorneys, advisors or other representatives, information furnished by the contrary in Section 6.03(a), nothing in this Agreement shall require the Company other party or any of its such party's Subsidiaries or representatives pursuant to provide Parent or any of its Representatives with access to any booksSection 6.2(a) hereof, records, documents or other information to the extent that (i) unless such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawotherwise publicly available. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law and Laws relating to the Confidentiality Agreements, upon reasonable advance notice from Parentexchange of information, the Company shall (i) provide afford to Parent (and Parent’s its Affiliates and its and their officers, directorsagents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) (“Representatives”), during normal business hours during the period prior to the Effective Time, reasonable access (including for the purpose of coordinating transition planning with employees and conducting Phase I environmental site assessments) to all its and its Subsidiaries’ properties, books, contracts, commitments and records, and to its and its Subsidiaries’ officers, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives of Parent and Representatives and, during such other partiesperiod, collectively, “Representatives”) reasonable access during normal business hours the Company shall promptly make available to the officesParent, propertiessubject, books in the case of competitively sensitive information, to any “clean-room” arrangements agreed between the Parties, (i) a copy of each report, schedule, registration statement and records other document filed or received by it during such period pursuant to the requirements of any Group Company, federal securities Laws and (ii) furnish to all other information concerning its business, properties and personnel as the Parent and may reasonably request. (b) No investigation by Parent or its Representatives such existing financial and operating data and other existing information as such persons may shall affect the representations, warranties, covenants or agreements of the Company set forth herein. (c) This Section 6.6 shall not require the Company to permit any access, or to disclose any information, that in the reasonable, good faith judgment of the Company is competitively sensitive, would reasonably request be expected to result in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives any violation of any material Contract or Law to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of which the Company or its Subsidiaries is a party or otherwise result in is subject or cause any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. privilege (bincluding attorney-client privilege) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require which the Company or any of its Subsidiaries would be entitled to provide Parent assert to be undermined with respect to such information if such undermining of such privilege could in the Company’s good faith judgment adversely affect in any material respect the Company’s position in any pending or any reasonably probable future litigation; provided, that the Parties shall cooperate in seeking to find a way to allow disclosure of its Representatives with access to any books, records, documents or other such information to the extent that doing so (i1) would not (in the good faith belief of the Company) reasonably be likely to result in the violation of any such books, records, documents material Contract or other Law or reasonably be likely to cause such privilege to be undermined with respect to such information is subject or (2) could reasonably (in the good faith belief of the Company) be managed through the use of any “clean-room” arrangements agreed between the Parties pursuant to any confidentiality agreement with a Third Party (which non-employee Representatives of Parent shall be provided access to such information; provided, further, that at the request of Parent, the Company shall (x) notify the Parent that such disclosures are reasonably likely to violate the Company’s or its Subsidiaries’ obligations under any such material Contract or Law or are reasonably likely to cause such privilege to be undermined and (y) in the case where such disclosures are reasonably likely to violate the Company’s or its Subsidiaries’ obligations under any material Contract, use its reasonable best commercial efforts to obtain a waiver seek consent from the applicable third party to any such Third Party), material Contract with respect to the disclosures prohibited thereby (ii) to the disclosure extent not otherwise expressly prohibited by the terms of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality AgreementsContract). (d) No investigation Unless and until the Closing occurs, the information provided pursuant to this Section 6.03 6.6 shall affect be kept confidential by the recipient thereof in accordance with, and shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement, except that notwithstanding Section 2 of the Confidentiality Agreement, (x) the Company and Parent may disclose any representation of the terms, conditions or warranty in other facts of the Transactions and other transactions contemplated by this Agreement if expressly permitted by the terms of this Agreement; (y) notwithstanding Section 1 of the Confidentiality Agreement, the Company shall have no further consent rights with respect to Parent’s selection of any party hereto potential source of debt financing (and their respective representatives) or any condition Parent’s ability to share Confidential Information (as defined in the Confidentiality Agreement) with such debt financing sources (provided, that Parent shall provide prompt written notice to the obligations Company of any such debt financing sources with whom it has shared Confidential Information) and (z) any such debt financing sources shall be expressly included within the definition of “Representatives” in the Confidentiality Agreement. (e) Notwithstanding any other provision of this Agreement, Parent agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 6.6 for any competitive or other purpose unrelated to the consummation of the parties heretoTransactions.

Access to Information. (a) From Subject to applicable Law and the date hereof until other provisions of this Section 6.7, Firefly and Ohm each shall (and shall cause its Subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Ohm, Firefly or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. Each Party shall, and shall cause each of its Subsidiaries to, afford to the other Party and its Representatives, during the period prior to the earlier of the Company Merger Effective Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreementsterms of Section 8.1, reasonable access, at reasonable times upon reasonable advance notice from Parentprior notice, to the Company shall (i) provide to Parent (and Parent’s officers, directors, key employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) properties, offices and other authorized representatives facilities of Parent such Party and such other partiesits Subsidiaries and to their books, collectivelyrecords, “Representatives”) reasonable access during normal business hours Contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish promptly to the offices, properties, books and records of any Group Company, (ii) furnish to Parent other Party and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct concerning its and its Subsidiaries’ employeesbusiness, legal counselproperties, financial advisorsContracts, auditors records and personnel as may be reasonably requested, from time to time, by or on behalf of the other Representatives to reasonably cooperate with Parent Party. Each Party and its Representatives in their investigation. Notwithstanding the foregoing, shall conduct any such investigation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company other Party or its Subsidiaries or otherwise result in cause any significant unreasonable interference with the prompt and timely discharge by the employees of the Company or other Party and its Subsidiaries of their normal duties.. Notwithstanding the foregoing: (bi) Notwithstanding anything No Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information, as applicable, to the contrary other Party or any of its Representatives to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, as applicable, is prohibited by applicable Law or an existing Contract or agreement (provided, however, Firefly or Ohm, as applicable, shall inform the other Party as to the general nature of what is being withheld and Firefly and Ohm shall reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (A) obtain the required Consent or waiver of any third party required to provide such information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in Section 6.03(aa manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege); (ii) No Party shall have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, nothing medical histories or other personnel information that in this Agreement shall require the Company other Party’s good faith opinion the disclosure of which could subject the other Party or any of its Subsidiaries to provide Parent or any risk of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or liability; (iii) Each Party shall not be permitted to conduct any invasive or intrusive sampling or analysis (commonly known as a “Phase II”) of any environmental media or building materials at any facility of the disclosure other Party or its Subsidiaries without the prior written consent of the other Party (which may be granted or withheld in such books, records, documents or other information is prohibited by applicable Law.Party’s sole discretion); and (civ) All No investigation or information provided or made available pursuant to this Section 6.03 6.7 shall affect or be deemed to Parent modify any representation or its warranty made by any Party and no Party shall, and each Party shall cause their respective Representatives shall be subject to the Confidentiality Agreements. (d) No investigation not, use any information obtained pursuant to this Section 6.03 6.7 for any purpose unrelated to the evaluation, negotiation or consummation of the Transactions. (b) The Confidentiality Agreement dated as of April 22, 2021 between Ohm and Firefly (the “Confidentiality Agreement”) shall affect any representation or warranty in survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder. All information provided to any Party or its Representative pursuant to or in connection with this Agreement is deemed to be “Evaluation Material” as defined under the Confidentiality Agreement. From and after the date of any party hereto or any condition this Agreement until the earlier of the Company Merger Effective Time and termination of this Agreement in accordance with Article VIII, each Party shall continue to provide access to the obligations other Party and its Representatives to the electronic data room relating to the Transactions maintained by or on behalf of it to which the parties heretoother Party and its Representatives were provided access prior to the date of this Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of the date on which this Agreement pursuant to is terminated in accordance with Article VIII VIII, and subject to applicable Law and or the Confidentiality Agreementsterms of any Contract to which the Company or any Company Subsidiary is subject (provided, that the Company shall use its reasonable best efforts to obtain any consent required under such Contract in order that it may comply with the terms of this Section 6.03(a)), upon reasonable advance notice from Parent, the Company and the Company Subsidiaries shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books books, records and records personnel of any Group Companysuch party, (ii) to the extent not publicly available, furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their its investigation. Notwithstanding , provided, that the foregoing, any such investigation Company shall not be conducted in such a manner as not required to (A) take or allow actions that would unreasonably interfere unreasonably with the operation of the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of and the Company Subsidiaries, or its Subsidiaries (B) provide access to or furnish any information if doing so would violate any applicable Laws or where such access to information may involve the waiver of their dutiesany privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Company’s or any Company Subsidiary’s privilege with respect thereto. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available obtained by the parties pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreementskept confidential in accordance with Section 9.13. (dc) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Subject to applicable Law, Section 6.9(c) and the date hereof until other provisions of this Section 6.8, the Company and Parent each shall (and shall cause its Subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives, during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to in accordance with Article VIII and subject to applicable Law and the Confidentiality AgreementsVIII, reasonable access, at reasonable times upon reasonable advance notice from Parentprior notice, to the Company shall (i) provide to Parent (and Parent’s officers, directors, key employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) properties, offices and other authorized representatives facilities of Parent the Company and such other partiesits Subsidiaries and to their books, collectivelyrecords, “Representatives”) reasonable access during normal business hours to the officescontracts and documents and shall, propertiesand shall cause each of its Subsidiaries to, books and records of any Group Company, (ii) furnish reasonably promptly to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct concerning its and its Subsidiaries’ employeesbusiness, legal counselproperties, financial advisorscontracts, auditors records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent solely to the extent in furtherance of the consummation of the Merger and the other Representatives to reasonably cooperate with Transactions. Parent and its Representatives in their investigation. Notwithstanding the foregoing, shall conduct any such investigation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in cause any significant unreasonable interference with the prompt and timely discharge by the employees of the Company or and its Subsidiaries of their normal duties.. Notwithstanding the foregoing: (bi) Notwithstanding anything no Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information, as applicable, to the contrary other Party or any of its Representatives to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, as applicable, is prohibited by applicable Law or an existing contract or agreement (provided, however, that the Company or Parent, as applicable, shall inform the other Party as to the general nature of what is being withheld and the Company and Parent shall reasonably cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (A) obtain the required consent or waiver of any third party required to provide such information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in Section 6.03(aa manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), nothing redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege); (ii) No Party shall have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that, in this Agreement shall require the Company other Party’s good faith opinion, the disclosure of which could subject the other Party or any of its Subsidiaries to provide Parent or any risk of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or liability; (iii) Parent shall not be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the disclosure Company or its Subsidiaries without the prior written consent of such books, records, documents the Company (granted or other information is prohibited by applicable Law.withheld in its sole discretion); and (civ) All no investigation or information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 6.8 shall affect or be deemed to modify any representation or warranty in made by the Company. (b) The Confidentiality Agreement dated as of August 4, 2025, between Parent and the Company (the “Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder; provided, that Section 7 of any party hereto or any condition the Confidentiality Agreement shall be of no force and effect as of the date hereof. From and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII, each Party shall continue to provide access to the obligations other Party and its Representatives to the data relating to the Transactions maintained by or on its behalf to which the other Party and its Representatives were provided access prior to the date of the parties heretothis Agreement.

Access to Information. (a) From the date hereof Agreement Date until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentClosing, the Company shall (i) provide to Parent (afford Acquiror and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) its Representatives reasonable access to, upon reasonable notice and during normal business hours and in such manner so as not to interfere with the officesconduct of the Business, (i) the assets, properties, books Books and records Records and Contracts of any Group Companythe Company relating to the Transferred Assets and the Business, including all Transferred IP and Licensed IP, (ii) furnish all Business Employees as identified by Acquiror and consented to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request by the Company in writing, and (iii) instruct its all other information relating to the Transferred Assets, Business Employees, Licensed IP and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives the Business (subject to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations restrictions imposed by applicable Law) of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of as Acquiror may reasonably request; provided, however, that the Company shall not be required to disclose any information or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with allow access to any bookssuch assets, recordsproperties, documents Books and Records, Contracts, Transferred IP, Licensed IP or other information to the extent that the Company reasonably determines such information constitutes information (i) that any applicable Law or Order requires the Company to restrict or prohibit access to such booksinformation, records(ii) access to which may jeopardize the Company’s preservation of attorney-client privilege, work product, or other applicable privilege applicable to such documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company parties shall use its commercially reasonable best efforts to obtain take such reasonable measures as will permit the compliance with such obligations in a waiver from manner that avoids any such Third Partyharm or consequence), (iiiii) that relates to a threatened or filed Action involving the disclosure Company, on the one hand, and Acquiror, on the other hand, or (iv) access to which may contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Agreement Date. Notwithstanding anything herein to the contrary, neither Acquiror nor any of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties its Representatives shall, if requested by Parentwithout the prior written consent of the Company, enter into such agreement or other arrangement as is reasonably acceptable to make inquiries of Persons having business relationships with the Company to maintain (including suppliers and customers) regarding the Company or such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawbusiness relationships. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, provided that at the request of Parent, the Company shall use its commercially reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not (unless and only to the extent reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used methods to maintain such privilege), the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable advance notice and subject to applicable Law Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the Confidentiality Agreementsother party and its Representatives, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to (and, with respect to books and records, the offices, right to copy) all of its and such Subsidiaries’ properties, books commitments, books, Contracts, records and records correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for the purpose of completing diligence related to the transactions contemplated by this Agreement; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, from the date of this Agreement until the Effective Time, Parent and the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Group CompanyGovernmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the filing or furnishing party, as applicable), and (ii) furnish to Parent all information concerning Parent’s or the Partnership’s business, properties and its Representatives such existing financial and operating data and personnel as the other existing information as such persons party may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employeesincluding all information relating to environmental matters, legal counsel, financial advisors, auditors and for the purpose of completing the other Representatives to reasonably cooperate with Parent and its Representatives in their investigationparty’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to provide access to any information (a) the disclosure of which the other party has concluded, in its reasonable judgment, may jeopardize any privilege available to such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company party or any of its Subsidiaries Affiliates relating to provide Parent such information or would be in violation of a confidentiality obligation to a third party binding on such party or any of its Representatives with access to any booksAffiliates, records, documents or other information (b) prior to the extent that (i) such booksClosing, recordsregarding the deliberations of the GP Board or the Conflicts Committee, documents or the Parent Board, as applicable, with respect to the transactions contemplated hereby or any similar transaction or transactions with any other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of ParentPerson, the Company shall use its reasonable best efforts entry into this Agreement, or any materials provided to obtain a waiver from such Third Party)Persons in connection therewith, (ii) including materials prepared by any financial or legal advisors, except as required by applicable Laws, including the disclosure Securities Act and the Exchange Act in respect of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilegeRegistration Statement, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to Consent Solicitation Statement/Prospectus and the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawSchedule 13E-3. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law in accordance with its terms, each of Parent and the Confidentiality AgreementsCompany shall keep the Investor reasonably informed of any material development of the proposed Distribution (including the status thereof) and, upon reasonable advance notice from Parentnotice, each of Parent and the Company shall (iand each shall cause its respective Subsidiaries to) provide afford to Parent (the Investor and Parent’s its officers, directors, employees, accountants, consultantscounsel, and financial and legal advisorsadvisors reasonable access, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours hours, to (a) the offices, properties, books and records of any Group Company, (ii) furnish principally relating to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, the China Business and (iiib) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the senior management employees of the Company Company; provided, however, that Parent or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with may restrict the foregoing access to any books, records, documents or other information to the extent that (i) such books, records, documents any Applicable Laws or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Material Contract requires Parent, the Company shall use its reasonable best efforts or any of their respective Subsidiaries to obtain a waiver from restrict or prohibit access to any such Third Party), properties or information or (ii) the disclosure of such books, records, documents or other information would result in violate confidentiality obligations to a third party (who is not an outside advisor of Parent and/or the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain Company). The Investor will hold any such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available obtained pursuant to this Section 6.03 5.8 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement dated February 4, 2016 between Parent and Primavera Capital Limited (as it may be amended or supplemented, the “Confidentiality Agreement”). Notwithstanding anything in the Confidentiality Agreement or this Agreement to the contrary, following the Closing, (x) any disclosure of information (other than any information relating to the Parent or its Representatives Subsidiaries (excluding, for the avoidance of doubt, the Company and its Subsidiaries)) that is not prohibited by Section 3.2 of the Shareholders Agreement shall not be subject deemed to be a breach of this Section 5.8 or the Confidentiality Agreements. Agreement, (dy) No investigation pursuant any action that is not prohibited by Section 2.2 of the Shareholders Agreement shall not be deemed to this Section 6.03 shall affect any representation or warranty in this Agreement be a breach of any party hereto or any condition to the standstill obligations of the parties heretoInvestor solely in respect of the Company set forth in the seventh paragraph of the Confidentiality Agreement, and (z) except as provided in (x) and (y), nothing in this Section 5.8 shall be construed to limit or otherwise modify the provisions or term of the Confidentiality Agreement, which shall survive any termination of this Agreement. Any investigation by the Investor shall not affect the representations and warranties contained herein or the conditions to the respective obligations of the Parties to consummate the Investment.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII until the Effective Time, each party will give the other party and subject to applicable Law their authorized representatives (including counsel, environmental and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employeesother consultants, accountants, consultants, financial auditors and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable full access during normal business hours to the officesall facilities, properties, personnel and operations and to all books and records of any Group Company, (ii) furnish to Parent it and its Representatives subsidiaries, will permit and cooperate with such existing other party and their authorized representatives to conduct inspections as they may reasonably require (including, without limitation, any air, water, soil or other environmental testing and monitoring deemed necessary by them) and will cause its officers and those of its subsidiaries to furnish such other party with such financial and operating data and other existing information with respect to its business and properties as such persons other party may from time to time reasonably request in writingrequest; provided, and (iii) instruct its and its Subsidiaries’ employeeshowever, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding that the foregoing, performance by either party of any such investigation environmental testing or monitoring shall be conducted in such a manner as not subject to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge prior receipt by the employees other party of the Company or its Subsidiaries of their dutiesreasonably satisfactory indemnity relating thereto. (b) Notwithstanding anything Each of Parent and Subco will hold and will cause their respective authorized representatives, including consultants and advisors, to hold in strict confidence pursuant to the contrary in Section 6.03(aConfidentiality Agreement, dated as of January 22, 1998, between Parent and the Company (the "Confidentiality Agreement"), nothing in this Agreement shall require all documents and information (whether oral or written) concerning the Company or any of and its Subsidiaries Subsidiary furnished to provide Parent or any of Subco in connection with the transactions contemplated by this Agreement. The Company will hold and will cause its Representatives with access authorized representatives, including consultants and advisors, to any books, records, documents or other information hold in strict confidence pursuant to the extent that Confidentiality Agreement, all documents and information (iwhether oral or written) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at concerning Parent and the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable Parent Subsidiaries furnished to the Company in connection with the transactions contemplated by this Agreement. Notwithstanding any provision of Article X hereof, nothing herein shall relieve any party of liabilities for any and all damages to maintain such privilege) or (iii) the disclosure other party by reason of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to any breach of this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements5.03(c). (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable advance notice and subject to applicable Law Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the Confidentiality Agreementsother party and its Representatives, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours (and, with respect to books and records, the right to copy) to all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for integration and operational planning related to the officestransactions contemplated by this Agreement; provided, propertiesthat such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, books from the date of this Agreement until the Effective Time, Parent and records the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Group CompanyGovernmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the furnishing party), and (ii) furnish to Parent all information concerning Parent’s or the Partnership’s business, properties and its Representatives such existing financial and operating data and personnel as the other existing information as such persons party may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and for the purpose of completing the other Representatives to reasonably cooperate with Parent and its Representatives in their investigationparty’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to provide access to any information the disclosure of which the other party has concluded, in its reasonable judgment, may jeopardize any privilege available to such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company party or any of its Subsidiaries Affiliates relating to provide Parent such information or would be in violation of a confidentiality obligation to a third party binding on such party or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawAffiliates. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. After each Closing Date with respect to an Acquired Companies Acquisition, Seller and Purchaser shall grant each other (a) From or their respective designees), and Purchaser shall cause the date hereof until the earlier applicable Acquired Companies to grant to Seller (or its designees), access at all reasonable times upon reasonable notice to all of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, propertiesinformation, books and records of relating to the applicable Acquired Companies in its possession, to the extent such books and records reasonably relate to an Indemnification Claim or Third Party Claim and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate, prosecute or defend any Group Companyclaims between the Parties arising under, this Agreement other than (iia) furnish information relating to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writingpost-Closing periods that is commercially sensitive, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries trade secret or otherwise result in any significant interference with the timely discharge by the employees of the Company confidential or its Subsidiaries of their duties. (b) Notwithstanding anything to in the contrary in Section 6.03(a)case of claims between the Parties, nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. At or promptly after such Closing, Seller shall deliver to Purchaser all books, records, documents or correspondence, files, and other information of or relating to the applicable Acquired Companies or their properties, business, operations or condition (other than any of the foregoing items that relate to applicable Excluded Items) in Seller’s or its Affiliate’s possession to the extent that such information is not in the custody or possession of the applicable Acquired Companies on the applicable Closing Date other than (i) such booksinformation relating to pre-Closing periods with respect to any non-Company Affiliate that is commercially sensitive, recordstrade secret or otherwise confidential or (ii) in the case of claims between the Parties, documents or other any information that is subject to any confidentiality agreement with a Third Party (providedattorney client, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents work product or other information privilege or that otherwise would result in the loss of attorney-client not be required to be provided pursuant to a subpoena or other legal privilege civil discovery procedure. To the extent that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives 10.9 conflicts with the procedures in Article IX, Article IX shall be subject to the Confidentiality Agreementsgovern. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentLaw, the Company shall, and shall (i) provide cause each of the Company Subsidiaries to, afford to Parent (and Parent’s the officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives of Parent and such other partiesand, collectivelysubject to the terms of the Confidentiality Agreement, “Representatives”) reasonable access its debt financing sources, during normal business hours during the period prior to the officesEffective Time, reasonable access to all its properties, books books, contracts, commitments and records records, and to its officers, employees, accountants, counsel and other representatives and, during such period, the Company shall, and shall cause the Company Subsidiaries to, make available to Parent and the appropriate representatives of any Group CompanyParent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities Laws (other than reports or documents which the Company is not permitted to disclose under applicable Law) and (ii) furnish to all other information concerning its business, properties and personnel as Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigationrequest. Notwithstanding any provision of this Agreement to the foregoingcontrary, neither the Company nor any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company Subsidiaries shall be required to provide access to or its Subsidiaries to disclose information if such access or otherwise result in any significant interference with disclosure would jeopardize the timely discharge by work product privilege or the employees attorney-client privilege of the Company institution in possession or its Subsidiaries control of their dutiessuch information or violate any Law or any binding agreement entered into prior to the date of this Agreement. (b) Notwithstanding anything The Company makes no representation or warranty as to the contrary in accuracy of any information provided pursuant to Section 6.03(a6.4(a), nothing and neither Merger Sub nor Parent may rely on the accuracy of any such information, in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or each case other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result than as expressly set forth in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawCompany’s representations and warranties contained in Article IV. (c) All The information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall 6.4(a) will be subject to used solely for the purpose of effecting the Transactions and will be governed by all the terms and conditions of the Confidentiality AgreementsAgreement. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From and after the date hereof of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to in accordance with Article VIII and subject to applicable Law and the Confidentiality AgreementsIX, upon reasonable advance notice from Parentand subject to applicable Law, the Company each Party shall (iand shall cause its Subsidiaries to) provide afford to Parent (any other Party, its Affiliates and Parent’s its directors, officers, directorsagents, control persons, employees, accountants, consultants, financial and legal advisors, agents, financing sources professional advisers (including potential financing sourcesattorneys, accountants and financial advisors) and other authorized representatives of Parent and such other parties, collectively, Financing Sources (“Representatives”) reasonable access during normal business hours hours, to the offices, properties, books and records all of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employeesproperties, legal counselbooks, financial advisorsContracts, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any bookscommitments, records, documents or officers and employees and, during such period each Party shall (and shall cause its Subsidiaries to) furnish to the other Party all other information concerning it, its Subsidiaries and each of their respective businesses, properties and personnel as the requesting Party may reasonably request; provided that the Party receiving such request may restrict the foregoing access and the disclosure of information to the extent that that, in the good faith judgment of such Party, (i) any Law applicable to such books, records, documents Party or other information is subject its Subsidiaries requires such Party or its Subsidiaries to restrict or prohibit access to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such books, records, documents information or other information would document could result in the loss of attorney-client privilege or other legal privilege that could not reasonably be remedied by use (iv) such access would unreasonably disrupt the operations of common interest agreements such Party or other arrangements to maintain such privilege (any of its Subsidiaries; provided, further, that if the Party receiving such an agreement request shall use commercially reasonable efforts to provide the other Party such information in a manner that would not violate any such Law or arrangement can be used to maintain such confidentiality obligations or waive attorney-client privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable applicable. (b) With respect to the information disclosed pursuant to Section 7.9(a), each of Parent and the Company shall comply with, and shall cause such party’s Representatives to maintain such privilegecomply with, (x) or all of its obligations under the Confidentiality Agreements, which agreements shall remain in full force and effect in accordance with their respective terms, and (iiiy) the disclosure of such bookswith respect to NPI, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to the requirements of applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentLaws, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent (and Parent’s Merger Sub, and their respective officers, directors, employees, accountantsmanagers, consultants, counsel, financial and legal advisors, agentsauditors, financing sources (including potential financing sources) agents and other authorized representatives of (the “Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the employees, accountants, legal counsel, auditors and other representatives and agents of the Company and its Subsidiaries and the offices, properties, books and records of any Group Companythe Company and its Subsidiaries, including access to conduct environmental site assessments, (ii) furnish to Parent, Merger Sub and the Parent and its Representatives such existing financial and operating data and other existing information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as such persons Persons may reasonably request (including, furnishing to Parent the financial results of the Company in writingadvance of any filing by the Company with the SEC containing such financial results), and (iii) instruct its and its Subsidiaries’ the employees, legal counsel, financial advisors, auditors and other Representatives authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably cooperate with Parent and Merger Sub to obtain access to information concerning the Company and its Subsidiaries, as the case may be. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, Merger Sub or any Parent Representatives in their investigationto the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract, provided, that the Company shall use its commercially reasonable efforts to (A) obtain the required consent from any required third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Notwithstanding the foregoing, neither Parent, Merger Sub nor any such investigation Parent Representatives shall have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of material liability. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time or the Termination Date, the Company will furnish to Parent (i) the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 within 90 days after December 31, 2010, (ii) the unaudited quarterly consolidated financial statements of the Company and its Subsidiaries for any quarterly period ended after the date hereof within 45 days after the last day of the relevant quarter and (iii) promptly after becoming available, monthly financial statements, including an unaudited balance sheet, consolidated results of operations and consolidated cash flows and changes in shareholders equity. Parent and Merger Sub agree that they will not, and will direct the Parent Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the Merger, this Agreement or the transactions contemplated hereby. Such access to information pursuant to this Section 5.2 shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of the Company or and its Subsidiaries or otherwise result in any significant interference with Subsidiaries. Parent and Merger Sub shall present all requests for information and access only to such Persons as the timely discharge by the employees of the Company or its Subsidiaries of their dutiesparties may reasonably agree upon. (b) Notwithstanding anything Parent hereby agrees that all information provided to the contrary it or its counsel, financial advisors, auditors and other representatives in Section 6.03(a), nothing in connection with this Agreement and the consummation of the transactions contemplated hereby shall require the Company or any of its Subsidiaries be deemed to provide Parent or any of its Representatives with access to any books, records, documents or other information be “Confidential Information” to the extent that (i) such booksinformation would be considered “Confidential Information,” in each case, recordsas such term is used in, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parentand shall be treated in accordance with, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)Confidentiality Agreement, (ii) the disclosure dated as of such booksJuly 15, records2010, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to between the Company to maintain such privilege) or and Ableco, LLC, an affiliate of Parent (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law“Confidentiality Agreement”). (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsPre-Closing Period, upon reasonable advance notice from Parentprior notice, the Seller shall, and shall cause Company or Company Subsidiary to, and Parent shall, and shall cause Buyer to, (i) provide to Parent (and Parent’s officersafford the Representatives of the other Party reasonable access, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours hours, to the offices, its properties, books and records of any Group Company, with respect to the Transactions and (ii) furnish to Parent and its the Representatives of the other Party such existing additional financial and operating data and other existing information regarding the Transactions as such persons the other Party or its Representatives may from time to time reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding for purposes of consummating the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesTransactions. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement to the contrary, (i) (A) in no event shall require Seller, Company, Company Subsidiary or their respective Affiliates be obligated to provide any (1) access or information in violation of any applicable Law, (2) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications, (3) information the disclosure of which could jeopardize any applicable privilege (including the attorney-client privilege) available to Seller, Company, Company Subsidiary or any of their respective Affiliates relating to such information or (4) information the disclosure of which could cause Seller, Company, Company Subsidiary or any of their respective Affiliates to breach a confidentiality obligation to which it is bound, and (B) such investigation shall not unreasonably interfere with any of the businesses, personnel or operations of Seller, Company, Company Subsidiary or any of their respective Affiliates or the Business; (ii) (A) in no event shall Buyer, Parent or their respective Affiliates be obligated to provide any (1) access or information in violation of any applicable Law, (2) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to those contemplated by this Agreement or any information or analysis relating to any such communications, (3) information the disclosure of which could jeopardize any applicable privilege (including the attorney-client privilege) available to Buyer, Parent or any of their respective Affiliates relating to such information or (4) information the disclosure of which could cause Buyer, Parent or any of their respective Affiliates to breach a confidentiality obligation to which it is bound, and (B) such investigation shall not unreasonably interfere with any of the businesses, personnel or operations of Buyer, Parent or any of their respective Affiliates or their businesses; (iii) the auditors and accountants of Buyer, Parent, or any of their respective Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; (iv) the auditors and accountants of Seller, Company, Company Subsidiary, any of their respective Affiliates or the Business shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; (v) neither Parent nor Buyer shall conduct, without the prior written consent of Seller, which Seller may withhold for any or no reason, any environmental investigation at any property affiliated with the Business or with Seller, Company, Company Subsidiary or any of their respective Affiliates, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Business, Seller, Company, Company Subsidiary or any of their respective Affiliates; (vi) before the Closing, without the prior written consent of Seller, which Seller may withhold for any or no reason, none of Parent, Buyer nor any of their respective Representatives shall contact any employees of, suppliers to, or customers of, Seller, Company, Company Subsidiary (except for customers which are also customers of Parent or Buyer) or any of their respective Affiliates or Representatives in connection with or with respect to this Agreement, any other Transaction Agreement or any Transaction, or to otherwise discuss the business or operations of Company, Company Subsidiary or the Business. Notwithstanding the forgoing, Buyer and Seller agree to develop a list of approved talking points that can be used with common customers of Buyer and Seller, who may inquire of Buyer or Seller the impact of the Transaction on their ongoing relationship with Buyer or Seller, and will instruct their field sales forces and any other Representatives to only speak to matters contained in and in accordance with such script; (vii) Seller shall not be required, before the Closing, to disclose, or cause or seek to cause the disclosure of, to Parent, Buyer or their respective Affiliates or Representatives (or provide access to any properties, books or records of Seller or any of its Subsidiaries Affiliates that would reasonably be expected to provide Parent result in the disclosure to such persons or others of) any confidential information relating to Trade Secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and marketing plans, nor shall Seller be required to permit or cause or seek to cause others to permit Parent, Buyer or their respective Affiliates or Representatives to have access to or to copy or remove from the properties of Seller or any of its Representatives with access to Affiliates any booksdocuments, records, documents drawings or other information to the extent materials that (i) might reveal any such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawconfidential information. (c) All If so requested by Seller, Parent and/or Buyer shall enter into a mutually satisfactory customary joint defense agreement or common interest agreement with Seller, Company, Company Subsidiary or their respective Affiliates with respect to any information provided to Parent or made available Buyer, or to which Parent or Buyer gain access, pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements6.02. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Applicable Law and the Confidentiality AgreementsAgreement dated as of March 22, upon reasonable advance notice from Parent2010 between the Company and Parent (the “Confidentiality Agreement”), the Company shall (ia) provide to Parent (and give Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours hours, on reasonable prior notice, to the offices, properties, books and records of any Group Companythe Company and the Subsidiaries, (iib) furnish to Parent and Parent, its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives representatives, at Parent’s expense, such agreements, financial and operating data, and other information and documentation as such Persons may reasonably request and (c) instruct the employees, counsel, financial advisors, auditors and other representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Representatives in their investigationSubsidiaries as reasonably requested by Parent. Notwithstanding the foregoing, the Company shall not be required to provide access to any such information or documents which would, in the reasonable judgment of the Company, (i) breach any agreement of the Company or any Company Subsidiary with any Third Party, (ii) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries or (iii) which would result in a competitor of the Company or any Company Subsidiary receiving material information which is competitively sensitive. Any investigation pursuant to this Section shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or operations of knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding anything to the contrary contained in this Section 6.03 or in the Confidentiality Agreement, Parent shall be permitted to provide information and documents provided by the Company or its Subsidiaries or otherwise result in any significant interference with to Parent’s counsel, financial advisors, auditors and other representatives (including consultants) for the timely discharge purposes of implementing the transactions contemplated by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require or evaluating or implementing any post-Closing restructuring involving the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawSubsidiaries. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From and after the date hereof Original Agreement Date until the earlier of the Effective Time and Closing Date or the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreementsin accordance with its terms, upon reasonable advance notice from Parentnotice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall (i) provide to Parent (and Parent’s its authorized representatives reasonable access to all books and records of the Group Companies and all officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) employees and other personnel of the Group Companies, in each case, during normal business hours (in a manner so as to not interfere with the normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period under the HSR Act (or any other Antitrust Law), (a) the Company shall permit a limited number of authorized representatives of Parent to attend any and all meetings of the Company Executive Committee (or any sub-committee thereof) and meetings of the board of directors and any committee thereof (or similar governing body) of each Group Company and to receive all written materials and communications related to such other partiesmeetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, collectivelyprovided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, “Representatives”) reasonable access during normal business hours and the Group Companies shall be entitled to redact or withhold any such materials or communications, to the officesextent that the representative(s)’ participation in the portion of such meeting, propertiesor the provision of such materials or communications to the representative(s), books and records of would be reasonably likely to (x) jeopardize any Group Companyattorney-client or other legal privilege, (iiy) furnish contravene any applicable Laws or (z) breach any confidentiality obligations of the Group Companies under contracts with third parties and (b) solely to the extent permitted by applicable Law, Parent and its Representatives such existing financial authorized representatives shall be permitted to offer advice and operating data and other existing information as such persons may reasonably request in writingguidance to the Group Companies on their business operations, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives which the Group Companies shall consider in their investigation. Notwithstanding respective sole discretion, provided that, for the foregoingavoidance of doubt, in no event shall the Group Companies be obligated to follow or implement any such investigation advice or guidance. All of such information shall be conducted in such a manner treated as not confidential information pursuant to interfere unreasonably with the business or operations terms of the Company or its Subsidiaries or otherwise result in any significant interference with Confidentiality Agreement, the timely discharge provisions of which are by the employees of the Company or its Subsidiaries of their duties. (b) this reference hereby incorporated herein. Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of ParentAgreement, the Company shall use its reasonable best efforts not be required to obtain a waiver from disclose any information to Parent (including pursuant to Section 6.1) if such Third Party), disclosure would be reasonably likely to (iix) the disclosure of such books, records, documents or other information would result in the loss of jeopardize any attorney-client or other legal privilege that could not reasonably be remedied by use privilege, (y) contravene any applicable Laws or (z) breach any confidentiality obligations of common interest agreements or other arrangements to maintain such privilege (the Group Companies under contracts with third parties; provided, however, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure shall notify Parent in writing with a general description of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available each item not disclosed pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreementsclause. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof until the earlier of period prior to the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentTime, the Company shall (i) provide afford to Parent (and Parent’s the officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives Representatives of Parent access to senior executives of the Company to answer Parent’s questions concerning the business, operations and such other parties, collectively, “Representatives”) reasonable affairs of the Company and the Company Subsidiaries and access during normal business hours to the offices, Company’s and each of the Company Subsidiaries’ properties, books books, contracts, commitments and records of any Group Companyrecords, (ii) furnish to in each case, as reasonably requested by Parent; provided, that in each case, such access shall be given at reasonable times and upon reasonable notice and Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, shall conduct any such investigation shall be conducted activities in such a manner as not to interfere unreasonably with the business business, operations or operations personnel of the Company or its Subsidiaries the Company Subsidiaries; provided, further, that such access shall not include any sampling or otherwise result in testing of any significant interference soil, air, water, groundwater or any other media or material other than with the timely discharge Company’s prior approval (which approval may be denied in the Company’s sole and absolute discretion) or with the approval of Republic in connection with the Republic Transaction to conduct such sampling or testing. From the date hereof until this Agreement is terminated, Parent and Purchaser shall be provided, at the Company’s corporate office location, such office space as is reasonably requested by Parent for its Representatives to have access to the employees books and records and, subject to Section 6.4(b) the employees, of the Company or its Subsidiaries and the Company Subsidiaries. For the avoidance of their dutiesdoubt, such access shall include, but not be limited to, reasonable access to, and cooperation from, the Company’s information technology systems and, subject to Section 6.4(b), employees to permit the integration of such systems with those of Parent’s and Purchaser’s own systems. (b) Notwithstanding anything Without limitation of the foregoing, all requests for access shall be made to such Representatives of the Company as it shall designate, who shall be solely responsible for coordinating all such requests and access thereunder. Prior to the contrary in Section 6.03(a)Effective Time, nothing in each of Parent and Purchaser shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with the respective employees of the Company and the Company Subsidiaries regarding the businesses of the Company and the Company Subsidiaries, this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any the Transactions without first obtaining the reasonable consent of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawwriting. (c) All The Company makes no representation or warranty as to the accuracy of any information provided or made available pursuant to this Section 6.03 to 6.4(a), and neither Purchaser nor Parent or its Representatives shall be subject to may rely on the Confidentiality Agreementsaccuracy of any such information, other than as expressly set forth in the Company’s representations and warranties in Article IV. (d) No investigation The information provided pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement 6.4(a) will be used solely for the purpose of any party hereto or any condition to effecting the obligations Transactions and will be governed by the terms of the parties heretoConfidentiality Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant Subject to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial currently existing contractual and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours restrictions applicable to the offices, properties, books and records of any Group Company, (ii) furnish Parent Companies or to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of their Subsidiaries, each of the Parent Companies and the Company shall, and shall cause each of its Subsidiaries to, afford to provide the accountants, counsel, financial advisors and other representatives of the other party hereto reasonable access to, and permit them to make such inspections as they may reasonably require of, during normal business hours during the period from the date of this Agreement through the Effective Time, all their respective properties, books, Tax Returns, contracts, commitments and records (including, without limitation, the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, each of the Parent Companies and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties and personnel as the other may reasonably request. Notwithstanding the first sentence of this Section 5.4, neither the Company nor any of its Representatives with accountants, counsel, financial advisors or other representatives shall have access to any booksinformation relating to the matters described in Section 5.4 of the Parent Letter. Notwithstanding the first sentence of this Section 5.4, recordsneither the Parent Companies nor any of their respective accountants, documents counsel, financial advisors or other representatives shall have access to any information relating to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request matters described in Section 5.4 of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) Letter. No investigation pursuant to this Section 6.03 5.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All information obtained by Parent or the Company pursuant to this Section 5.4 shall be kept confidential in accordance with the Confidentiality Agreement dated October 6, 1997 among the Parent Companies and the Company.

Access to Information. (a) From the date hereof until the earlier Each of the Effective Time Parent and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide afford to Parent (and Parenteach other’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives of Parent and such other partiesrepresentatives, collectively, “Representatives”) reasonable access (subject to Legal Requirements regarding the sharing of such information), during normal business hours hours, and upon reasonable prior notice, during the period from the date hereof through the Effective Time or the termination of this Agreement, to its properties, books, contracts, commitments, personnel and records in a manner commensurate with due diligence conducted by any party prior to the officesdate hereof. Any investigation conducted pursuant to the access contemplated by this Section 5.4 shall be conducted in a manner that does not (i) unreasonably interfere with the conduct of the business of the parties or their respective Subsidiaries, properties, books and records of any Group Companyas the case may be, (ii) furnish create a risk of damage or destruction to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and any property or assets of the parties or their respective Subsidiaries or (iii) instruct its involve any testing or sampling of the Environment (such as a Phase II Environmental Site Assessment). During such period, the Company and its Subsidiaries’ employeesParent shall furnish or make available promptly to each other (except as otherwise available on ▇▇▇▇▇) (a) a copy of each report, legal counselschedule, financial advisors, auditors registration statement and other Representatives document filed by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties, assets and personnel as the other may reasonably cooperate with request. Parent and its Representatives the Company, as the case may be, will hold any such information which is nonpublic in their investigationconfidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 5.4 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Parent and the Company may restrict or its Subsidiaries or EXECUTION COPY otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with prohibit access to any books, records, documents or other information to the extent that (i) access to such books, records, documents or information would risk of waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), or (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements access to maintain such privilege (provided, that if such an agreement or arrangement can be used a contract to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect which any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoAcquired Corporations or Parent and its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such contract.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentMerger Sub, the Company shall (i) provide to Parent Merger Sub (and ParentMerger Sub’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent Merger Sub and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent Merger Sub and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent Merger Sub and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their normal duties. All requests for information made pursuant to this Section 6.03(a) shall be directed to the executive officers or other person designated by the Company. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent Merger Sub or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, provided that at the request of ParentMerger Sub, the Company shall use its commercially reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not (unless and only to the extent reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used methods to maintain such privilege), the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent Merger Sub or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation . Merger Sub shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto6.03(a) by its Representatives.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsLaw, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, provided that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that which could not be reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used methods to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable advance notice and subject to applicable Law Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the Confidentiality Agreementsother party and its Representatives, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to (and, with respect to books and records, the offices, right to copy) all of its and such Subsidiaries’ properties, books commitments, books, Contracts, records and records correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for integration and operational planning related to the transactions contemplated by this Agreement; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, from the date of this Agreement until the Effective Time, Parent and the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Group CompanyGovernmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the furnishing party) and (ii) furnish to Parent all information concerning Parent’s or the Partnership’s business, properties and its Representatives such existing financial and operating data and personnel as the other existing information as such persons party may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employeesincluding all information relating to environmental matters, legal counsel, financial advisors, auditors and for the purpose of completing the other Representatives to reasonably cooperate with Parent and its Representatives in their investigationparty’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to provide access to any information (i) the disclosure of which the other party has concluded, in its reasonable judgment, may jeopardize any privilege available to such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company party or any of its Subsidiaries Affiliates relating to provide Parent such information or would be in violation of a confidentiality obligation to a third party binding on such party or any of its Representatives with access to any books, records, documents Affiliates or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) regarding the disclosure deliberations of such booksthe GP Board or the Partnership Conflicts Committee, recordsor the Parent Board or the Parent Conflicts Committee, documents as applicable, with respect to the transactions contemplated hereby or any similar transaction or transactions with any other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilegePerson, the applicable parties shallentry into this Agreement, if requested or any materials provided to such Persons in connection therewith, including materials prepared by Parentany financial or legal advisors, enter into such agreement or other arrangement except as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited required by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to Laws, including the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty Securities Act and the Exchange Act in this Agreement of any party hereto or any condition to the obligations respect of the parties heretoRegistration Statement, the Joint Proxy Statement and the Schedule 13E-3.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement Other than in circumstances in which indemnification is sought pursuant to Article VIII VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to applicable Law any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII, from and after the Confidentiality AgreementsEffective Time, upon reasonable advance notice from Parent, each of Infrastructurco and Flowco shall afford to the Company shall (i) provide to Parent (other and Parent’s officers, directors, employees, its authorized accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized designated representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours hours, subject to appropriate restrictions for classified, privileged or confidential information and to the officesrequirements of any applicable Law, to the personnel, properties, books and records Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and reasonably relates to (x) such other Party or the conduct of its business prior to the Effective Time or (y) any Ancillary Agreement; provided, however, in the event that a Party determines that any such access or the provision of any Group Companysuch information (including information requested under Section 5.2 or Section 7.1) would be commercially detrimental in any material respect, violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (iiand, to the extent applicable, shall use commercially reasonable efforts to obtain the Consent from any Third Party required to make such disclosure without violating a Contract with a Third Party) furnish to Parent permit compliance with such information request in a manner that avoids any such harm, violation or consequence. Each of Infrastructurco and its Representatives such existing financial and operating data Flowco shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other existing designated representatives who have or have access to the other Party’s Confidential Information or other information as provided pursuant to Section 5.2 or this Article VII of their obligation to hold such persons may reasonably request information confidential in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably accordance with the business or operations provisions of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesthis Agreement. (b) Notwithstanding anything herein to the contrary contrary, from and after the Effective Time until the end date specified in Section 6.03(aa written notice delivered by one Party to the other Party (the “Shared Access Period”), nothing in this Agreement shall require Infrastructurco agrees to cooperate with Flowco and the Company or any members of its Subsidiaries the Flowco Group to provide Parent or any enable Flowco and the members of its Representatives with the Flowco Group and their respective authorized accountants, counsel and other designated representatives to obtain access to any books, records, documents or other information Information relating to the extent Flowco Business that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss custody of attorney-client or other legal privilege that could any third party records management repository to which Infrastructurco has transferred information, including but not reasonably be remedied by use of common interest agreements or other arrangements limited to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawIron Mountain. (c) All information provided Infrastructurco and Flowco each acknowledge and agree that each Party possesses certain Information reflecting the operations of the other Party for periods prior to the Effective Time in such archived electronic format as described in Schedule 7.2(c) (the “Archived Data”). Subject to the provisions of Section 7.7 below, each Party agrees to maintain the Archived Data in a manner materially consistent with the treatment of such Archived Data as of the Effective Date; provided, however, that neither Party is required to maintain any specific storage format, license, system, reporting functionality for such Archived Data or made available pursuant specific personnel to this Section 6.03 provide access to Parent the Archived Data. Access to the Archived Data will remain under the sole discretion and control of the custodian Party and, except as specifically set forth on Schedule 7.2(c), no personnel of either Party will be granted direct access to the other Party’s network or its Representatives systems and any requests for delivery of Archived Data shall be subject to governed by the Confidentiality Agreementsprovisions of Section 7.2(a). (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon Upon reasonable advance notice from Parentnotice, the Company shall (iand shall cause its Subsidiaries to) provide afford to Parent (and Parent’s the officers, directors, employees, accountants, consultantscounsel, financial and legal advisors, agents, financing sources (including potential financing sources) advisors and other authorized representatives of Parent and such other parties, collectively, “Representatives”) Buyer reasonable access during normal business hours hours, during the period prior to the officesEffective Time or the termination of this Agreement, to all its properties, books books, contracts, commitments, records, officers and records employees and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Buyer (i) a copy of any Group Companyeach report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of U.S. federal or state securities laws or the HSR Act, as applicable (other than documents that such party is not permitted to disclose under applicable law), and (ii) furnish to Parent all other information concerning it and its Representatives such existing financial business, properties and operating data and other existing information personnel as such persons other party may reasonably request in writingrequest; provided, however, that (A) Buyer shall not contact, and (iii) instruct Buyer shall not authorize any of its and its Subsidiaries’ officers, employees, legal accountants, counsel, financial advisors, auditors and advisors or other Representatives representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoingcontact, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business employee or operations customer of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries subsidiaries without the prior authorization of the Company's Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, (B) Buyer 50 shall cooperate in a reasonable manner with the Company to provide Parent or minimize any of its Representatives with disruption to the Company's business while exercising the rights provided under this Section 6.2, and (C) the Company may restrict the foregoing access to any books, records, documents or other information to the extent that (ix) any law, treaty, rule or regulation of any Governmental Entity applicable to it or any contract requires it or its Subsidiaries to restrict or prohibit access to any such books, records, documents properties or other information or (y) the information is subject to any confidentiality agreement with obligations to a Third Party third party. (provided, that at the request of Parentb) Upon reasonable notice, the Buyer shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of Company reasonable access during normal business hours, during the period prior to the Effective Time or the termination of this Agreement, to all its properties, books, contracts, commitments, records, officers and employees and, during such period, the Buyer shall use (and shall cause its reasonable best efforts Subsidiaries to) furnish promptly to obtain Company (i) a waiver from copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such Third Partyperiod pursuant to the requirements of U.S. federal or state securities laws or the HSR Act, as applicable (other than documents that such party is not permitted to disclose under applicable law), and (ii) the disclosure all other information concerning it and its business, properties and personnel as such other party may reasonably request; provided, however, that (A) Company shall not contact, and Company shall not authorize any of such booksits officers, recordsemployees, documents accountants, counsel, financial advisors or other information would result representatives to contact, any employee or customer of the Buyer or any of its subsidiaries without the prior authorization of the Buyer's Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, (B) Company shall cooperate in a reasonable manner with the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements Buyer to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable minimize any disruption to the Company Buyer's business while exercising the rights provided under this Section 6.2, and (C) the Buyer may restrict the foregoing access to maintain the extent that (x) any law, treaty, rule or regulation of any Governmental Entity applicable to it or any contract requires it or its Subsidiaries to restrict or prohibit access to any such privilege) properties or information or (iiiy) the disclosure of such books, records, documents or other information is prohibited by applicable Lawsubject to confidentiality obligations to a third party. (c) All Buyer and Company will hold any information provided or made available obtained pursuant to this Section 6.03 to Parent or its Representatives 6.2 in confidence in accordance with, and shall otherwise be subject to to, the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations provisions of the parties heretoconfidentiality agreement dated May 15, 2002, between Buyer and the Company (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement shall continue in full force and effect. Any investigation by either Buyer or the Company shall not affect the representations and warranties of the other.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and Time, subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentApplicable Law, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of give Parent and such other partiesits Representatives, collectivelyupon reasonable notice, “Representatives”) reasonable access during normal business hours to the offices, personnel, facilities, properties, books and records of any Group Companythe Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons Persons may reasonably request in writing, and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives . Any investigation pursuant to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation this ‎Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this ‎‎Section 6.03 shall require the Company to provide any access, or operations to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws) or binding agreement entered into prior to the date of this Agreement or (B) protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts; provided, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate clause (A) or (B). Notwithstanding anything to the contrary, neither Parent nor its Representatives shall be provided access to any offices, facilities or properties of the Company or its Subsidiaries to conduct any Phase II environmental audits or otherwise result in other invasive or intrusive sampling of any significant interference with the timely discharge by the employees of the Company building materials, indoor or its Subsidiaries of their dutiesoutdoor air, water, soil, sediments or other environmental media. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available exchanged pursuant to this Section 6.03 to Parent or its Representatives ‎Section 6.03(a) shall be subject to the Confidentiality AgreementsAgreement. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable prior notice and subject to applicable Law law, each of Parent and the Confidentiality AgreementsCompany shall, upon reasonable advance notice from Parentand shall cause each of their Subsidiaries to, afford to the Company shall (i) provide to Parent (and Parent’s directors, officers, directorsmanagers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (collectively “Representatives”) of the other party access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives representatives, in each case in a manner not unreasonably disruptive to the operation of the business of Parent or the Company and their Subsidiaries, and, during such period, Parent and the Company shall, and shall cause their Subsidiaries to, make available to Parent or the Company, as applicable all information concerning its business, properties and personnel as Parent or the Company may reasonably request. At the request of Parent or the Company, the other parties, collectively, “Representatives”) party shall use its commercially reasonable efforts to comply with its obligations under the preceding sentence by providing electronic access during normal business hours to such documents and information on the online data room established by the Company prior to the officesdate hereof. Notwithstanding any other provision of this Agreement, properties, books and records neither the Company nor any of any Group Companyits Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, (iiB) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding jeopardize the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations attorney-client privilege of the Company institution in possession or its Subsidiaries control of such information, (C) contravene, violate or otherwise result in breach any significant interference with the timely discharge by the employees of the Company law, rule, regulation, order, judgment, decree, fiduciary duty or its Subsidiaries of their duties. (b) Notwithstanding anything binding agreement entered into prior to the contrary in Section 6.03(a), nothing in date of this Agreement shall require in the ordinary course of business consistent with past practice or (D) be adverse to the interests of the Company or any of its Subsidiaries to provide Parent in any pending or any threatened litigation between the parties hereto over the terms of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawthis Agreement. (cb) All information provided or made available and materials furnished pursuant to this Section 6.03 to Parent or its Representatives Agreement shall be subject to the provisions of the Confidentiality Agreements. Agreement, dated May 14, 2014, between Parent and the Company (d) No investigation pursuant to this Section 6.03 shall affect any the “Confidentiality Agreement”). The Company makes no representation or warranty in this Agreement as to the accuracy of any party hereto or information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any condition to such information, in each case other than as expressly set forth in the obligations of the parties heretoCompany's representations and warranties contained in Section 4.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law laws, each of Parent and the Confidentiality AgreementsCompany shall, upon reasonable advance notice from Parentand shall cause each of their respective Subsidiaries to, afford to the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountantscounsel, consultantsaccountants and advisors of the other party, financial and legal advisorsreasonable access, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, personnel and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, each of Parent and the Company shall, and shall cause its respective Subsidiaries to, make available to the other party all other information concerning its business, properties and personnel as such party may reasonably request. Neither Parent nor the Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Parent’s or the Company’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any Group Companycommon interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will use reasonable best efforts to cooperate and make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (iib) furnish to Each of Parent and its Representatives the Company shall hold all information furnished by or on behalf of the other party or any of such existing financial and operating data and other existing information as such persons may reasonably request party’s Subsidiaries or representatives pursuant to Section 6.2(a) in writingconfidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated March 1, 2018, between Parent and the Company (iiithe “Confidentiality Agreement”). (c) instruct No investigation by either of the parties or their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesrespective operations. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and or the earlier termination of this Agreement pursuant to Article VIII Agreement, and subject to applicable Applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentAgreement, the Company shall (i) provide give to Parent (and Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Companysuch party, (ii) furnish to Parent and Parent, its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent and in its Representatives investigation; provided, however, that the Company shall not be required to provide to Parent or its representatives any of the information specified in their investigationSection 6.04 of the Company Disclosure Schedule (or access thereto) until the condition set forth in Section 9.01(c) has been satisfied or waived. Notwithstanding the foregoing, any such Any investigation pursuant to this Section shall be conducted in such a manner as not to interfere unreasonably with the business or operations conduct of the business of the Company. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder. Neither the Company or nor any of its Subsidiaries shall be obligated to provide access to, or otherwise result in to disclose, any significant interference with the timely discharge by the employees of information to Parent if the Company reasonably determines that such access or its Subsidiaries disclosure would jeopardize the attorney-client privilege of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries Subsidiaries; provided, however, that the parties will at Parent’s request use reasonable efforts to provide Parent enter into a joint defense or any of its Representatives with similar agreement that permits access to any books, records, documents or other such information to by Parent while preserving the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawand its Subsidiaries. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable reasonably advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other partiesrepresentatives, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons Persons may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other the Company Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding ; provided that the foregoingCompany shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreements or any similar agreement with respect to such investigation shall be conducted in such a manner as not to information, (B) take or allow actions that would unreasonably interfere unreasonably with the Company’s or any of its Subsidiaries’ operation of their respective business or operations (C) provide access to or furnish any information if doing so would violate any agreement with any Third Party or any applicable Law, or where such access to information may involve the waiver of any privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Company’s or any of its Subsidiaries or otherwise result in any significant interference Subsidiaries’ privilege with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesrespect thereto. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof of any issuance by the Parent of the Parent's Notification of Merger Election until the earlier of Effective Time, Parent will give the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives authorized representatives reasonable access (during normal business hours and upon reasonable notice) to reasonably cooperate with the officers, accountants, auditors, counsel and other representatives of Parent and its Representatives subsidiaries, will furnish to the Company, its counsel, financial advisors, auditors and other authorized representatives such financial, operating and property related data and other information as such persons may reasonably request under the circumstances, will furnish promptly to the Company a copy of each report, schedule, registration statement and other document filed by Parent during such period pursuant to the requirements of federal or state securities laws and will instruct Parent's and its subsidiaries counsel and financial advisors to cooperate with the Company in their investigationits investigation of the business of Parent and the subsidiaries. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company shall not be entitled to (a) non-public information that Parent reasonably concludes can not or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of should not be disclosed to the Company for competitive reasons or its Subsidiaries of their duties. applicable securities laws, (b) Notwithstanding anything obtain title reports, surveys, environmental reports or similar reports or studies with respect to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company properties owned or any of its Subsidiaries to provide leased by Parent or any of its Representatives with access to any books, records, documents or other information to the extent that subsidiaries (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, but the Company shall use its reasonable best efforts have the right to obtain a waiver from review any such Third Party), (ii) the disclosure of such books, records, documents or other information would result reports in the loss possession of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided access to non-officer employees or made available pursuant to this Section 6.03 to customers or suppliers of Parent or its Representatives shall be subject to the Confidentiality Agreementssubsidiaries. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof until Interim Period, to the earlier of the Effective Time extent permitted by applicable Law and termination of this Agreement pursuant to Article VIII contracts, and subject to applicable Law reasonable restrictions described in writing imposed from time to time upon advice of counsel, each of Post and MAA shall, and shall cause each of the Post Subsidiaries and the Confidentiality AgreementsMAA Subsidiaries, upon reasonable advance notice from Parentrespectively, to, afford to the Company shall (i) provide other Party and to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives the Representatives of Parent and such other parties, collectively, “Representatives”) Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of Post and MAA shall, and shall cause each of the Post Subsidiaries and the MAA Subsidiaries, respectively, to, (i) furnish reasonably promptly to the officesother Party a copy of each report, propertiesschedule, books registration statement and records other document filed by it during such period pursuant to the requirements of any Group CompanyU.S. federal or state securities Laws, and (ii) furnish to Parent furnish, upon reasonable request, all other information (financial or otherwise) concerning its business, properties and its Representatives such existing financial and operating data and other existing information personnel as such persons other Party may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigationrequest. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner No representation or warranty as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any accuracy of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject 7.2 is made and the Parties may not rely on the accuracy of such information except to the Confidentiality Agreements. (d) No extent expressly set forth in the representations and warranties included in Article IV or Article V, and no investigation pursuant to under this Section 6.03 7.2 or otherwise shall affect any representation of the representations and warranties of the Post Parties or warranty of the MAA Parties, respectively, contained in this Agreement of any party hereto or any condition to the obligations of the Parties under this Agreement. Notwithstanding the foregoing, neither Post nor MAA shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if Post or MAA, as applicable, has used reasonable best efforts to obtain permission or consent of such third party to such disclosure), (B) the disclosure of which would violate any Law or legal or contractual duty of the Party or any of its Representatives, (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party or (D) if it reasonably determines that such access is reasonably likely to disrupt materially or impair or interfere with its, or its Subsidiaries’, business or operations; provided that the Parties will work in good faith to determine a means to provide access that will not disrupt materially or impair or interfere with such business or operations. Each of Post and MAA will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Parent Merger Effective Time, each of the Post Parties and each of the MAA Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties heretowith which the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party (provided that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict a Party and its respective Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the ordinary course)). (b) Each of Post and MAA will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the termination thereof. (c) Each of Post and MAA will give prompt written notice to the other upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the Post Subsidiaries or the MAA Subsidiaries, respectively, which could reasonably be expected to have, individually or in the aggregate, a Post Material Adverse Effect or a MAA Material Adverse Effect, as the case may be. (d) Each Party shall cooperate and participate, as reasonably requested by the other Party from time to time, in efforts to oversee the integration of the Parties’ operations in connection with, and taking effect upon consummation of, the Mergers subject to applicable Law, including, without limitation, providing such reports on operational matters and participating on such teams and committees as the Parties shall mutually agree.

Access to Information. (a) From During the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsPre-Appointment Period, upon reasonable advance notice from Parentnotice, the Company shall (iand shall cause its Subsidiaries to) provide afford to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) its Representatives reasonable access during normal business hours hours, and in a manner that does not materially disrupt or interfere with the business operations of the Company or its Subsidiaries, to the officesall its officers, propertiesemployees, properties and offices and to all books and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent and its Representatives, consistent with its legal obligations, all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would result in the disclosure of any Group Companytrade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used its commercially reasonable best efforts to obtain the consent of such third party to such access, (ii) furnish any Applicable Law requires the Company or its Subsidiaries to Parent and its Representatives such existing financial and operating data and other existing restrict access to any properties or information as such persons may reasonably request in writing, and or (iii) instruct its and its Subsidiaries’ employeesproviding such access would result in the Company waiving or otherwise losing any privilege with respect to any such information or if such information constitutes attorney work product. Without limiting the foregoing, legal counsel, financial advisors, auditors and other Representatives to reasonably the Company shall cooperate with Parent and its Representatives in all reasonable respects (including by providing reasonable access to the Company’s and its Subsidiaries’ records, personnel, and customers) in connection with, and shall use its commercially reasonable best efforts to assist Parent and its Representatives or, at Parent’s option and expense, an independent third party consultant in their investigation. Notwithstanding efforts following the foregoingdate of this Agreement to, any verify information regarding its customers, including, if requested by Parent and to the extent permitted by Applicable Law, by requesting confirmation of such investigation shall be conducted in information and statements from such a manner as not to interfere unreasonably with the business or operations of customers, provided, that the Company shall have the right to participate jointly in any communications by Parent or its Subsidiaries or Representatives with customers except to the extent it may otherwise result agree in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutieswriting. (b) Notwithstanding anything Without limiting the foregoing, the Company shall promptly notify Parent upon becoming aware of and, with respect to the contrary in Section 6.03(aSections 5.2(b)(i), nothing (ii), (iii), (v) and (vi), Parent shall promptly notify the Company upon becoming aware of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement shall require Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any Proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries to provide Subsidiaries, or Parent or any of its Representatives with access Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to any bookshave been disclosed pursuant to Section 3.11 or Section 4.6, recordsas applicable, documents or other information that relates to the consummation of the transactions contemplated by this Agreement; (iv) except to the extent that (i) such booksprohibited by Applicable Law, records, documents any notice or other information is subject written communication from any party to any confidentiality agreement Material Contract to the effect that such party is terminating or otherwise materially adversely modifying its relationship with a Third Party (provided, that at the request of Parent, the Company shall use or any of its reasonable best efforts Subsidiaries; (v) any inaccuracy in any material respect of any representation or warranty contained in this Agreement at any time during the term hereof; and (vi) any failure of the Company, or the Parent or the Merger Sub, as the case may be, to obtain a waiver from such Third Party)comply with or satisfy in any material respect any covenant, (ii) the disclosure of such books, records, documents condition or other information would result in the loss of attorney-client agreement to be complied with or other legal privilege that could not reasonably be remedied satisfied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawit hereunder. (c) All Parent shall hold such information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreements. Agreement dated July 30, 2007 (d) No the “Confidentiality Agreement”). Any investigation pursuant to this Section 6.03 by the Company or Parent shall not affect any representation the representations and warranties or warranty in this Agreement of any party hereto or any condition the conditions to the obligations of the parties heretoCompany or Parent, as the case may be.

Access to Information. During the Interim Period, DLQ Parent, the Company, and Parent shall each, use its commercially reasonable efforts to, (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance prior written notice from Parentand during regular business hours, continue to give the Company shall (i) provide to Parent (other party, its legal counsel and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and its other authorized representatives of Parent and such other parties, collectively, “Representatives”) Representatives reasonable access during normal business hours to the offices, properties, books properties and records of any Group CompanyBooks and Records, (iib) furnish to Parent the other party, its legal counsel and its other Representatives such existing financial information relating to the business of the Company Group and operating data and other existing information Parent as such persons Persons may reasonably request in writing, and (iiic) instruct cause its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors accountants and other Representatives to reasonably cooperate with the other party in its investigation of the Business (in the case of the Company Group) or the business of Parent and its Representatives (in their investigation. Notwithstanding the foregoingcase of Parent); provided, that any such investigation pursuant to this Section 6.3 shall be conducted in such a manner as not to interfere unreasonably with the business or operations conduct of the Business of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Group. Notwithstanding anything to the contrary in Section 6.03(a), nothing expressed or implied in this Agreement Agreement, neither party shall require be required to provide the Company access described above or disclose any information to the other party if doing so is, in such party’s reasonable judgement, reasonably likely to (i) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is a party or to which it is subject or any of its Subsidiaries applicable Law. Notwithstanding anything herein to provide Parent the contrary, no such access or any of its Representatives with access to any books, records, documents or other information examination shall be permitted to the extent that it would require the Company Group to disclose (ia) such booksdue diligence questions, recordslists or investigations conducted by others, documents names, bids, letters of intent, expressions of interest, or other proposals received from others in connection with the transactions contemplated hereby or otherwise information is subject and analyses relating to such communications, (b) information related to the analysis of the transactions contemplated hereby by DLQ Parent or any confidentiality agreement with a Third Party (provided, that at the request member of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)Group, (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All any document or information provided or made available pursuant prohibited to this Section 6.03 be shared by Law until such time as such documents are not prohibited to Parent or its Representatives shall be subject to the Confidentiality Agreements. shared, and (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty the Company and DLQ Parent must approve, in this Agreement of any party hereto or any condition to the obligations its sole discretion, and an officer of the parties heretoCompany and DLQ Parent must be present and included in any communications with customers or employees of the Company. Parent agrees to abide by the confidentiality terms of the Confidentiality Agreement and will treat such information as Confidential Information under the Confidentiality Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant Subject to Article VIII and subject to applicable Law and Partner’s obligations under the Confidentiality AgreementsAgreement, upon reasonable advance notice from Parent, ▇▇▇▇▇▇▇ shall and shall cause its subsidiaries to afford to the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial employees and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent Partner (including independent public accountants and such other parties, collectively, “Representatives”attorneys) reasonable access during normal business hours hours, upon reasonable advance notice, to the offices, propertiesproperties and business and financial records (including computer files, books retrieval programs and records similar documentation) of the Business and shall furnish or cause to be furnished to Partner or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that ▇▇▇▇▇▇▇ shall not be required to violate any Group CompanyRequirements of Law, (ii) furnish Court Order or obligation of confidentiality to Parent which ▇▇▇▇▇▇▇ or any of its subsidiaries is subject in discharging obligations pursuant to this Section 8.1; and, provided further, however, that in no event ▇▇▇▇ ▇▇▇▇▇▇▇ be under any obligation to disclose any information that is subject to attorney-client or similar privilege or to waive such privilege. In the event that ▇▇▇▇▇▇▇ does not provide access or information in reliance on the final proviso of the preceding sentence, ▇▇▇▇▇▇▇ shall provide notice to Partner that such access or information is being withheld and ▇▇▇▇▇▇▇ shall use commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. Notwithstanding foregoing, neither Partner nor any of its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writingofficers, and (iii) instruct its and its Subsidiaries’ employees, legal counselagents or representatives shall have access to any personnel of the Business or any other businesses of ▇▇▇▇▇▇▇ or its subsidiaries without ▇▇▇▇▇▇▇’▇ prior written consent, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigationwhich shall not be unreasonably withheld. Notwithstanding the foregoing, any Partner agrees that: (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company ▇▇▇▇▇▇▇ and its subsidiaries; (B) all requests by Partner for access or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available availability pursuant to this Section 6.03 to Parent or its Representatives 8.1 shall be subject submitted or directed exclusively to an individual to be designated by ▇▇▇▇▇▇▇; and (C) ▇▇▇▇▇▇▇ and its Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the Confidentiality Agreementsordinary course of their business. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From and after the date hereof of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to in accordance with Article VIII IX, upon reasonable advance notice and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent(including any applicable COVID-19 Measures), the Company shall (i) provide and shall cause its Subsidiaries to), afford to Parent (Parent, its Affiliates and Parent’s its directors, officers, directorsagents, control persons, employees, accountants, consultants, financial consultants and legal advisors, agents, financing sources professional advisors (including potential financing sourcesattorneys, accountants and financial advisors) and other authorized representatives of Parent and such other parties, collectively, (“Representatives”) reasonable access during normal reasonable business hours hours, to the offices, properties, books and records all of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employeesproperties, legal counselbooks, financial advisorsContracts, auditors commitments, records, officers and Employees and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish to Parent all other Representatives information concerning it, its Subsidiaries and each of their respective businesses, properties and personnel as Parent may reasonably request; provided that the Company may restrict the foregoing access and the disclosure of information to reasonably cooperate with Parent and its Representatives the extent that, in their investigation. Notwithstanding the foregoinggood faith judgement of the Company, (i) any such investigation shall be conducted in such a manner as not Law (including any COVID-19 Measures) applicable to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of requires the Company or its Subsidiaries of their duties. to restrict or prohibit access to any such properties or information, (bii) Notwithstanding anything the information is subject to the contrary in Section 6.03(a), nothing in this Agreement shall require confidentiality obligations to a Third Party pursuant to a Contract to which the Company or any of its Subsidiaries to provide Parent is bound, (iii) disclosure of any such information or document could result in the loss or waiver of attorney-client, work product or similar legal privilege or (iv) such access would unreasonably disrupt the operations of the Company or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (Subsidiaries; provided, further, that at the request of Parent, the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter use its reasonable best efforts to obtain provide Parent such information (or as much of such information as possible) in a manner that would not violate any such Law or confidentiality obligations, waive attorney-client, work product or similar legal privilege or cause such unreasonable disruption, as applicable (including through counsel-to-counsel disclosure, redaction or other customary procedures (and, with respect to any contractual confidentiality obligations, by taking reasonable best efforts to seek a waiver from with respect to such Third Partycontractual confidentiality obligations)). Notwithstanding the foregoing, (ii) Parent and its Representatives will not be permitted to perform any invasive or intrusive environmental sampling of ambient or indoor air, soil, groundwater or any other environmental media with respect to any property of the disclosure of such booksCompany or its Subsidiaries without the Company’s prior written consent, records, documents or other information would result which may be withheld in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawCompany’s absolute discretion. (cb) All With respect to the information disclosed pursuant to Section 7.6(a), Parent shall comply with all of its obligations under the Confidentiality Agreement, which agreement shall remain in full force and effect in accordance with its terms; provided or made available that the customary disclosure of information to any of the Debt Financing Source Parties pursuant to this Section 6.03 to Parent or its Representatives Agreement in connection with the Debt Financing shall be subject not require the prior written consent of the Company pursuant to the Confidentiality Agreements. (d) No investigation Agreement and may be made pursuant to this Section 6.03 shall affect any representation the Debt Commitment Letters or warranty other customary confidentiality undertakings from such Debt Financing Source Parties in this Agreement the context of any party hereto or any condition to the obligations of the parties heretocustomary syndication practices.

Access to Information. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Purchaser and to the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultantscounsel, financial and legal advisors, agents, financing sources (including potential financing sources) advisors and other authorized representatives Representatives of Parent and such other partiesPurchaser, collectively, “Representatives”) reasonable access during normal business hours during the period prior to the Effective Time to all their respective offices, properties, books books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its respective Subsidiaries to, furnish promptly to Purchaser (i) a copy of any Group Companyeach report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, (ii) furnish to Parent and its Representatives such existing any financial and operating data and other existing or information as such persons may reasonably request in writing, and (iii) all other information concerning its business, properties and personnel as such other party may reasonably request. The Company shall instruct its and its Subsidiaries’ officers, employees, legal accountants, counsel, financial advisors, auditors advisors and other Representatives to reasonably cooperate with Parent and reasonable requests of Purchaser in its Representatives in their investigation. Notwithstanding Except as required by applicable Laws, each of the foregoingparties hereto will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives and affiliates to hold, any such investigation shall be conducted nonpublic information in such a manner as not confidence to interfere unreasonably with the business or operations extent required by, and in accordance with, the provisions of the confidentiality agreement previously entered into by Purchaser and the Company (the “Confidentiality Agreement”). Notwithstanding any other express or its Subsidiaries implied agreement, arrangement or otherwise result understanding to the contrary, except as reasonably necessary to comply with applicable securities laws, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” (as such terms are defined in any significant interference with the timely discharge by the employees Treasury Regulation §1.6011-4) of the Company transactions contemplated by this Agreement and all materials of any kind (including opinions or its Subsidiaries other tax analyses) that are provided to it relating to such treatment. This authorization is not intended to permit disclosure of their dutiesany other information, including, without limitation, (x) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, and (y) the identities of participants in the transactions. (b) Notwithstanding anything Purchaser shall give prompt notice to the contrary Company of any facts, events or notice received by Purchaser which in Section 6.03(aany such case would reasonably be expected to cause the Financing to be unavailable by the End Date (as hereinafter defined). The Company shall give prompt notice to Purchaser, nothing and Purchaser shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement shall require the Company to be untrue or inaccurate in any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)material respect, (ii) any failure of the disclosure Company or Purchaser, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of such booksany event, records, documents the occurrence or other information nonoccurrence of which would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied expected to cause the failure by use of common interest agreements such party to materially comply with or other arrangements satisfy, any covenant, condition or agreement to maintain such privilege (providedbe complied with or satisfied by it hereunder, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) any notice or other communication from any Third Party alleging that the disclosure consent of such booksThird Party is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Document, records(iv) any actions, documents suits, claims, investigations or other information is prohibited proceedings commenced or, to the best of such party’s knowledge, threatened against, or affecting such party which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated hereby or by applicable Law. the Ancillary Documents, and (cv) All information provided the occurrence of any event, development or made available circumstance which has had or would be reasonably expected to result in a Company Material Adverse Effect or Purchaser Material Adverse Effect, as applicable; provided, however, that the delivery of any notice pursuant to this Section 6.03 to Parent 7.9(b) shall not limit or its Representatives shall be subject otherwise affect the remedies available hereunder to the Confidentiality Agreementsparty giving or receiving such notice. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof period commencing with the execution and delivery of this Agreement until the earlier to occur of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law its terms and the Confidentiality AgreementsClosing, upon Parent shall cause each Company Entity, Brazil NewCo, if applicable, and Parent Brazil with respect to the Brazilian Operations to afford Buyers and their accountants, counsel and other representatives reasonable advance notice from access during normal business hours to its properties, books, records and personnel to obtain all information concerning the business of the Company Entities, Brazil NewCo, if applicable, and the Brazilian Operations, including the status of product development efforts, properties, results of operations and personnel, as Buyers may reasonably request. (b) Following the Closing, Parent and Buyers will use reasonable efforts to afford each other and their respective agents reasonable access to their respective employees and those books of account, financial and other records and information that relate to the Company Entities, Brazil NewCo, if applicable, and the Brazilian Operations to the extent necessary for Buyers or Parent to defend any third party audit, investigation, dispute or litigation or other bona fide business purpose relating to a Company Entity, Brazil NewCo, if applicable, or the Brazilian Operations; provided, that any such access by Buyers or Parent, as the case may be, shall not unreasonably interfere with the conduct of the business of the other Party. (c) Without limiting the foregoing, in the event at any time or from time to time after the Closing any Company Entity or Brazil NewCo shall possess any confidential information belonging to or exclusively concerning Parent or any of its Affiliates (other than the Company Entities) (“Parent Information”), Buyers or the Company shall (i) provide as promptly as practicable transfer, or cause to be transferred, such Parent Information to Parent (without retaining a copy thereof), unless such Parent Information is necessary for the operation of, or reasonably related to, the Business. Parent Information shall include, but not be limited to, written, graphical or machine-readable information that relates to trade secrets, product plans, software, vendor and customer information, promotional and sales information, business plans and data stored electronically. Notwithstanding the foregoing, the Parties acknowledge that certain of the intangible assets of the Company Entities are embedded with Parent Information, and that it may be commercially unreasonable for Buyers to transfer or cause to be transferred such Parent Information to Parent’s . Buyers hereby expressly agree that as of and after the Closing, Buyers shall treat all such Parent Information as confidential information, and Buyers shall, and shall cause each of their respective Affiliates to, hold and not use for any purpose, and use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, financial advisors and legal advisorsagents to hold in confidence and not use for any purpose, agentsunless compelled to disclose by judicial or administrative process or by other requirements of law, financing sources (including potential financing sources) and other authorized representatives of all such Parent and such other partiesInformation, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information except to the extent that such information can be shown to have been (i) such books, records, documents previously known on a non-confidential basis by Buyers or other information is subject to any confidentiality agreement with a Third Party their Affiliates (provided, that at the request of Parent, excluding the Company shall use its reasonable best efforts to obtain a waiver from such Third PartyEntities), (ii) the disclosure of such books, records, documents or other information would result in the loss public domain through no fault of attorney-client Buyers or other legal privilege that could not reasonably be remedied by use any of common interest agreements or other arrangements to maintain such privilege (providedtheir Affiliates, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) obtained after the disclosure Closing Date by Buyers or their Affiliates from a third party not under any obligation to keep such information confidential. Buyers shall be responsible for any failure to keep such information confidential. The obligation of Buyers and their Affiliates to hold any Parent Information in confidence shall be satisfied if they exercise the same care with respect to such Parent Information as they would take to preserve the confidentiality of their own similar information (it being understood that such degree of care shall vary with the importance and character of such books, records, documents or other information is prohibited by applicable Lawinformation). (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From The Company shall (and shall cause each of its Subsidiaries to) afford to the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law Buyer and the Confidentiality AgreementsBuyer’s Representatives reasonable access, consistent with applicable Law, upon reasonable advance notice from Parentnotice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to all of the Company’s and its Subsidiaries’ properties, assets, books, Contracts, commitments, electronic and physical records, correspondence (including electronic correspondence), officers, employees, accountants, counsel, financial advisors and other Representatives as the Buyer shall reasonably request, and, during such period, the Company shall (iand shall cause each of its Subsidiaries to) provide furnish promptly to Parent the Buyer (and Parent’s officersa) a copy of each report, directorsschedule, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) registration statement and other authorized representatives document (A) filed, furnished or received by it or any of Parent and its Subsidiaries during such other parties, collectively, “Representatives”) reasonable access during normal business hours period pursuant to the offices, properties, books and records requirements of federal or state securities laws or (B) filed or furnished by it or any Group Company, (ii) furnish of its Subsidiaries with any Governmental Entity with respect to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, compliance with applicable Laws and (iiib) instruct all other information concerning its and its Subsidiaries’ employeesbusiness, legal counselproperties, financial advisors, auditors assets and other Representatives to personnel as the Buyer may reasonably cooperate request. The Buyer will hold any such information that is non-public in confidence in accordance with Parent and its Representatives in their investigationthe Confidentiality Agreement. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of neither the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or nor any of its Subsidiaries shall be required to provide Parent or any of its Representatives with access to any books, records, documents or other to disclose information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information access would result in the loss of attorney-client privilege, or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (contravene any Law, provided, however, that if in the event that the Company relies on this sentence to withhold access or disclosure, the Company shall, to the extent permitted by Law and the protection of such an agreement or arrangement can be used to maintain such attorney-client privilege, notify the applicable Buyer of the nature of the withheld information; provided, further that (i) the Company shall as promptly as practicable obtain and compile all such requested information, including if necessary conducting interviews and seeking information from third parties, and (ii) if the Buyer requests that the parties shall, if requested by Parent, enter into a joint defense agreement in order to permit access to such withheld information, then, to the extent permitted by Law, the Company and the Buyer shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege, such agreement or other arrangement as is reasonably to be in form and substance mutually acceptable to the parties. (b) In furtherance of the foregoing, but not in limitation thereof, the Company shall use commercially reasonable efforts to maintain such privilege) or (iii) cause its accountants to furnish to the disclosure Buyer and the Buyer’s accountants access to all work papers relating to the Company’s business for any of such books, records, documents or other information is prohibited the periods covered by applicable Lawthe financial statements of the Company included in the Company SEC Reports. (c) All information provided Between the date hereof and the Closing Date, the Company and its Subsidiaries shall permit the Buyer and the Buyer’s consultant to conduct such assessments (including assessments commonly known as “Phase I” environmental, health and safety site assessments and compliance reviews) of the environmental conditions and current compliance of any real property owned, leased, or made available pursuant to this Section 6.03 to Parent otherwise occupied by any of the Company or its Representatives Subsidiaries as the Buyer, in its reasonable discretion, shall deem necessary prior to the Closing Date (“Buyer Environmental & Health & Safety Assessment”). For the avoidance of doubt, the Buyer Environmental & Health & Safety Assessment shall not include any intrusive testing, investigation or other action commonly known as a “Phase II” investigation. Buyer’s Environmental & Health & Safety Assessment shall be subject to conducted by a qualified environmental consulting firm, possessing reasonable levels of insurance, in compliance with applicable Laws and in a manner that minimizes the Confidentiality Agreementsdisruption of the operations of the Company and its Subsidiaries. (d) No investigation pursuant by the Buyer or its Representatives or advisors prior to or after the date of this Section 6.03 Agreement shall affect diminish, obviate or cure any representation breach of any representation, warranty, covenant or warranty agreement contained in this Agreement or otherwise affect the Buyer’s rights under Articles I, VII and VIII of any party hereto or any condition to the obligations of the parties heretothis Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Closing, upon reasonable notice and subject to such limitations as may be required by applicable Law and the Confidentiality AgreementsLaw, upon reasonable advance notice from each of Parent, the Company shall (i) provide to Parent (Seller and Parent’s other Affiliates shall cause its officers, directors, employees, accountantsagents, consultantsrepresentatives, financial accountants and legal advisorscounsel to: (i) afford the officers, employees, agents, accountants, counsel, financing sources (including potential financing sources) and other authorized representatives of Parent and such other partiesthe Purchaser reasonable access, collectively, “Representatives”) reasonable access during normal business hours hours, to the offices, properties, plants, other facilities, books and records of Parent, the Seller and Parent’s other Affiliates (relating to the Business), including access to enter upon such properties, plants and facilities to conduct an ASTM 1527-00 Phase I Environmental Site Assessment, provided that as part of the Phase I Environmental Site Assessment the Purchaser and its agents cannot contact any Group CompanyGovernmental Authority to discuss any environmental matters involving or in any way associated with the Seller, MeadWestvaco or the Operating Sites without the express written consent of the Seller explicitly approving such communication, and to those officers, directors, employees, agents, accountants and counsel of the Seller who have any Knowledge relating to the Business and (ii) furnish to Parent the officers, employees, agents, accountants, counsel, financing sources and its Representatives representatives of the Purchaser such existing additional financial and operating data and other existing information as such persons may reasonably request in writingregarding the assets, properties, liabilities and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations goodwill of the Company Business (or legible copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that the Purchaser, its Subsidiaries agents and consultants shall not meet and confer with any Governmental Authority or otherwise result in have access to enter upon such properties, plants and facilities to investigate and collect air, surface water, groundwater and soil samples or to conduct any significant interference with other type of testing without the timely discharge by the employees prior written consent of the Company or its Subsidiaries of their dutiesSeller explicitly approving such prohibited activity. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From and after the date hereof of this Agreement until the earlier of the Effective Time and or the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parentin accordance with its terms, the Company shall will (i) provide give Parent and Purchaser and their authorized Representatives reasonable access (during regular business hours upon reasonable notice) to Parent (and Parent’s officers, directors, such employees, accountantsoffices, consultantsand other facilities and to such books, financial contracts, commitments and legal advisors, agents, financing sources records (including potential financing sourcesTax Returns) of the Company as Parent may reasonably request and other authorized representatives of Parent instruct the Company’s independent public accountants to provide access to their work papers and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Companyinformation as Parent or Purchaser may reasonably request, (ii) furnish to permit Parent and its Representatives Purchaser to make such existing inspections as they may reasonably require, (iii) furnish Parent and Purchaser with such financial and operating data and other existing information with respect to the business, properties and personnel of the Company as such persons Parent or Purchaser may from time to time reasonably request in writing, and (iiiiv) instruct its furnish promptly to Parent and its Subsidiaries’ employeesPurchaser a copy of each report, legal counsel, financial advisors, auditors schedule and other Representatives document filed or received by the Company during such period pursuant to reasonably cooperate the requirements of the federal or state securities Laws, provided, however, that the foregoing shall not require the Company to disclose or provide access to the extent that such disclosure or access in the Company’s judgment (A) contravenes applicable Law, (B) causes a waiver of an attorney-client privilege or other privilege or loss of attorney work product protection, (C) violates a confidentiality obligation to any Person or (D) interferes unreasonably with Parent the business and its Representatives in their investigationoperations of the Company. Notwithstanding the foregoing, any the Company shall use commercially reasonable efforts from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such investigation Laws, agreements or duty and information shall be conducted disclosed subject to execution of a joint defense agreement in such a manner as not customary form, and disclosure may be limited to interfere unreasonably external counsel for Parent, to the extent that the Company determines is reasonably required for the purpose of complying with the business HSR Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the FTC Act or operations of any Foreign Antitrust Law. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.03(a) shall affect or be deemed to modify any representation or warranty made by the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutieshereunder. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide All information obtained by Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available Purchaser pursuant to this Section 6.03 to Parent or its Representatives 5.03(a) shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations provisions of the parties heretoConfidentiality Agreement.

Access to Information. (a) From and after the date hereof until the earlier of the Effective Time hereof, Fulcrum shall provide ▇▇▇▇▇▇ and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreementsits Representatives access, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours and at such other time or times as ▇▇▇▇▇▇ may reasonably request, to the officesits premises (including field offices and sites), books, contracts, records, computer systems, properties, books employees and records of any Group Companymanagement personnel and shall furnish promptly to ▇▇▇▇▇▇ all information concerning its business, (ii) furnish to Parent properties and its Representatives such existing financial and operating data and other existing information personnel as such persons ▇▇▇▇▇▇ may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation which information shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be remain subject to the Confidentiality Agreements., in order to permit ▇▇▇▇▇▇ to be in a position to expeditiously and efficiently integrate the business and operations of Fulcrum with those of ▇▇▇▇▇▇ immediately upon but not prior to the Effective Time. Fulcrum agrees to keep ▇▇▇▇▇▇ fully apprised in a timely manner of every circumstance, action, occurrence or event occurring or arising after the date hereof that would be relevant and material to a prudent operator of the business and operations of Fulcrum. Fulcrum shall confer with and obtain ▇▇▇▇▇▇'▇ approval (not to be unreasonably withheld or delayed), prior to taking action (other than in emergency situations) with respect to any material operational matters involved in its business. Without limiting the generality of any of the other provisions of this Agreement, Fulcrum shall make available to ▇▇▇▇▇▇ all other land, legal, title documents and related files, books, papers, financial information and pertinent documents or agreements. In addition, each of the parties agrees to: (da) No permit the legal and professional representatives and agents of the other full access to such other’s books, records and documents, provided that the disclosing party is satisfied, acting reasonably, that the confidentiality of the subject matter of the disclosure can be maintained in accordance herewith; and (b) endeavour to include in the information furnished to the other, or obtained by the other in the course of the aforesaid investigations, all information which would reasonably be considered to be relevant for the purposes of the other’s investigation and not knowingly withhold any information which would make anything contained in the information delivered erroneous or misleading. The parties acknowledge and agree that all information provided by one party to the other pursuant to this Section 6.03 3.5 shall affect any representation or warranty in this Agreement of any party hereto or any condition remain subject to the obligations provisions of the parties heretoConfidentiality Agreements.

Access to Information. To the extent permitted by applicable Law and subject to the Confidentiality Agreement dated August 26, 2009 (a) From the “Confidentiality Agreement”), the Company shall afford to Parent and to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent, reasonable access during normal business hours during the period from the date hereof of this Agreement until the earlier of the Effective Time and or the termination of this Agreement pursuant to Article VIII Section 9.1 to the Company’s properties, books, contracts, commitments, personnel and subject to applicable Law and the Confidentiality Agreementsrecords and, upon reasonable advance notice from Parentduring such period, the Company shall (i) provide furnish promptly to Parent (all other information concerning the Company’s business, properties and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of personnel as Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writingrequest; provided that no investigation pursuant to this Section 4.3 shall affect or modify any representation or warranty or any liability with respect thereto; and provided further, and (iii) instruct its and its Subsidiaries’ employeeshowever, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of that the Company or its Subsidiaries may restrict or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with prohibit access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts may not be permitted to obtain a waiver from provide such Third Party)access pursuant to applicable Law, (ii) the disclosure of access to any such books, records, documents or information is prohibited pursuant to the terms of any confidentiality, non-disclosure or other similar agreement to which the Company is a party as of the date hereof, or (iii) access to documents or information would would, in the Company’s reasonable good faith opinion after consultation with outside legal counsel, result in the loss of attorney-client privilege, work product doctrine or other applicable legal privilege that could not reasonably be remedied by use applicable to such documents or information. Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence in accordance with the terms of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilegethe Confidentiality Agreement. If at any time after the date hereof, the applicable parties shall, if requested by Parent, enter into such agreement Company withholds information or other arrangement as is reasonably acceptable to documents from Parent because the Company to maintain such privilegedetermines in good faith that (i), (ii) or (iii) above may be implicated, then the disclosure of such books, records, documents or other information is prohibited by applicable Law. Company shall promptly (cand in no event later than 1 Business Day thereafter) All information provided or made available pursuant to this Section 6.03 to inform Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretosame and Parent and the Company shall discuss the same as soon as reasonably practicable thereafter.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law The parties acknowledge that Buyer and the Company have previously executed a confidentiality agreement, dated as of September 7, 2006 (the “Confidentiality AgreementsAgreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly waived or modified as provided herein or therein. During the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to, afford to Buyer’s officers, employees, accountants, counsel, and other Representatives, reasonable access, upon reasonable advance notice from Parentnotice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, management personnel and records as Buyer shall reasonably request, and, during such period, the Company shall (iand shall cause each of its Subsidiaries to) provide furnish promptly to Parent Buyer (and Parent’s officersx) a copy of each report, directorsschedule, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) registration statement and other authorized representatives of Parent and document filed or received by it during such other parties, collectively, “Representatives”) reasonable access during normal business hours period pursuant to the officesrequirements of federal or state securities laws and (y) all other information concerning its business, finances, operations, properties, books assets and records personnel as Buyer may reasonably request, in each case, subject to any restrictions contained in the Confidentiality Agreement; provided that the foregoing shall not require the Company to permit any inspection or disclose any information that, in the reasonable judgment of the Company, would result in the disclosure of any Group Companytrade secrets of third parties or otherwise privileged information so long as the existence of such trade secrets of third parties or privileged information and the lack of disclosure thereof is identified to Buyer. Without limiting the generality of any of the foregoing, the Company shall promptly provide Buyer with copies of: (iii) furnish any written materials or communications sent by or on behalf of the Company to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and stockholders; (iii) instruct its and its Subsidiaries’ employeesany notice, legal counsel, financial advisors, auditors and document or other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything communication relating to the contrary in Section 6.03(a), nothing in this Agreement shall require Merger sent by or on behalf of any of the Company or any of its Subsidiaries subsidiaries to provide Parent any customer, supplier, employee, or other party with whom the Company or any of its Representatives subsidiaries has a contractual relationship; provided that a form of such notice, document or other communication shall suffice where such notice, document or other communication is substantially identical but for the addressee; (iv) any notice, report or other document filed with access or sent to any booksGovernmental Entity on behalf of the Company or any of its subsidiaries in connection with the Merger; and (v) any material notice, records, documents report or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, document received by the Company shall use or any of its reasonable best efforts subsidiaries from any Governmental Entity. Buyer will hold, and instruct all such officers, employees, accountants, counsel, and other Representatives to obtain a waiver from hold, any such Third Party), (ii) the disclosure of such books, records, documents or other information would result that is nonpublic in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to confidence in accordance with the Confidentiality AgreementsAgreement. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law laws, each of Parent and Company, for the purposes of verifying the representations and warranties of the other and preparing for the Merger and the Confidentiality Agreementsother matters contemplated by this Agreement, upon reasonable advance notice from Parentshall, and shall cause each of their respective Subsidiaries to, afford to the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultantscounsel, financial and legal advisors, agents, financing sources (including potential financing sources) advisors and other authorized representatives of Parent and such the other partiesparty, collectivelyaccess, “Representatives”) reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, personnel, information technology systems, and records records, and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party), and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of Parent and Company shall, and shall cause its respective Subsidiaries to, make available to the other party such information concerning its business, properties and personnel as such party may reasonably request. Each party shall use commercially reasonable efforts to minimize any interference with the other party’s regular business operations during any such access. Neither Parent nor Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Parent’s or Company’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any Group Companycommon interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (iib) furnish to Each of Parent and its Representatives Company shall hold all information furnished by or on behalf of the other party or any of such existing financial and operating data and other existing information as such persons may reasonably request party’s Subsidiaries or representatives pursuant to Section 6.2(a) in writingconfidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated February 23, 2017, between Parent and Company (iiithe “Confidentiality Agreement”). (c) instruct No investigation by either of the parties or their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesrespective operations. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. From the Execution Date until the Closing Date, upon the request from ETE, ETP will, and will cause ETC III, ETC II and the Company to: (a) From the date hereof until the earlier of the Effective Time give ETE and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other parties, (collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Companythe Company and to the books and records of ETP, ETC III and ETC II relating to the Company and permit ETE to make copies thereof, in each case (i) during normal business hours and (ii) solely to the extent that ETP either (1) has access to such offices, properties, books and records and has the right, pursuant to the Company LLC Agreement, to provide access to such offices, properties, books and records to such Persons or (2) has the right, pursuant to the Company LLC Agreement, to require the Company to provide such access to such Persons; and (b) furnish to Parent ETE and its Representatives such existing financial operating data and other information relating to ETC III, ETC II and the Company as such Persons may reasonably request, solely to the extent that ETP either (i) possesses such financial and operating data and other information and has the right, pursuant to the Company LLC Agreement, to furnish such financial and operating data and other information to such Persons or (ii) has the right, pursuant to the Company LLC Agreement, to require the Company to furnish such financial and operating data and other information to such Persons. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere with the conduct of the business of ETP, ETC III, ETC II, or the Company. Notwithstanding the foregoing, ETE shall not be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of the Company without the prior written consent of ETP. Notwithstanding the foregoing provisions of this Section 5.3, ETP shall not be required to, or to cause ETC III, ETC II, or the Company to, grant access or furnish information to ETE or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing information as such persons may reasonably request Contract. To the extent practicable, ETP shall make reasonable and appropriate substitute disclosure arrangements under circumstances in writingwhich the restrictions of the preceding sentence apply. To the fullest extent permitted by Law, ETP and its Representatives and Affiliates shall (1) not be responsible or liable to ETE for personal injuries sustained by ETE’s Representatives in connection with the access provided pursuant to this Section 5.3 and (iii2) instruct its shall be indemnified and its Subsidiaries’ employees, legal held harmless by ETE for any losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of ETP. The Regency Parties and their respective counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation authorized representatives shall be conducted in such a manner as not deemed to interfere unreasonably with the business or operations be Representatives of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees ETP for all purposes of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements5.3. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From At any time during which the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentCompany does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver to the Sponsors, the Syndicatees and Bohai (ia) provide to Parent the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. (b) The Company shall, and Parent’s officersshall cause each of its Subsidiaries, directors, employees, accountants, consultants, financial at any and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) all reasonable access times during normal business hours to the offices, properties, books on reasonable notice and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as is not reasonably likely to interfere unreasonably with adversely affect the business or operations of the Company or any of its Subsidiaries or otherwise result in any significant interference with Subsidiaries, as the timely discharge by the employees case may be, to permit each of the Company Sponsors, Bohai and their respective advisors and agents to examine, at such Sponsor’s or Bohai’s expense, as applicable, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its Subsidiaries business, affairs, finances and accounts with its senior employees, accountants and other advisors; provided that such rights shall not apply to (i) a Sponsor that holds less than 5% of their dutiesthe Shares or (ii) Bohai if it holds less than 5% of the Shares. (bc) Notwithstanding anything A Sponsor that holds more than 5% of the Shares and Bohai for so long as Bohai holds at least 5% of the Shares, may disclose Confidential Information in connection with any proposed Sale by such Party to a Third Party provided that such Sale is permitted in accordance with the contrary in Section 6.03(a), nothing in terms of this Agreement and provided that such Third Party enters into a confidentiality agreement for the benefit of the Parties to hold any such information in strict confidence and to not use such information for any purpose other than such Sale and specifying that the Parties shall require be jointly and severally entitled to enforce such confidentiality agreement. (d) For the avoidance of doubt, Bohai shall not be permitted at any time to disclose, or provide access to, any confidential or proprietary information of the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent Affiliates that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the would be considered Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawCompetitors. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From After the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsAgreement, upon reasonable advance notice from dated as of February 3, 2014, among Parent, Oceanbulk Shipping and Oceanbulk Carriers (the Company “Confidentiality Agreement”), the Oceanbulk Holdcos and Parent shall (i) provide to Parent (give each other and Parent’s officers, directors, employees, accountants, consultantstheir respective counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other partiesrepresentatives, collectivelyupon reasonable notice, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of Parent, its Subsidiaries, Merger Subs and the Oceanbulk Companies, as applicable; provided, however, that any Group Companysuch access shall be conducted during normal business hours in a manner not to interfere with the businesses or operations of the Oceanbulk Companies or Parent, as applicable, and without the prior written consent of the other applicable party, none of Parent, the Sellers, the Oceanbulk Holdcos nor any of their Affiliates will contact any employee, customer, landlord, supplier, distributor or other material business relation of the other party or its Subsidiaries (in each case, in their capacity as such) prior to the Effective Time (other than contacts in the ordinary course of business unrelated to the Transactions), (ii) furnish to Parent each other and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal their respective counsel, financial advisors, auditors and other Representatives authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Parent, its Subsidiaries, Merger Subs, the Oceanbulk Holdcos and the Oceanbulk Companies, as applicable, to reasonably cooperate with Parent and its Representatives the Oceanbulk Holdcos in their investigationthe matters described in clauses (i) and (ii) above. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a)this Agreement, nothing in this Agreement no party shall require the Company or any of its Subsidiaries be required to provide Parent such access or disclose any of its Representatives with access information if doing so is reasonably likely to any books, records, documents or other information to the extent that (iA) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain result in a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement work product doctrine or other arrangement as is reasonably acceptable to the Company to maintain such privilege) similar privilege or (iiiB) the disclosure of such books, records, documents violate any Contract to which it is a party to which it is subject or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable prior notice and subject to applicable Law law, each of Parent and the Confidentiality AgreementsCompany shall, upon reasonable advance notice from Parentand shall cause each of their Subsidiaries to, afford to the Company shall (i) provide to Parent (and Parent’s directors, officers, directorsmanagers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, Financing Sources, agents and representatives (collectively “Representatives”) of the other party access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives representatives, in each case in a manner not unreasonably disruptive to the operation of the business of Parent or the Company and their Subsidiaries, and, during such period, Parent and the Company shall, and shall cause their Subsidiaries to, make available to Parent or the Company, as applicable all information concerning its business, properties and personnel as Parent or the Company may reasonably request. At the request of Parent or the Company, the other parties, collectively, “Representatives”) party shall use its commercially reasonable efforts to comply with its obligations under the preceding sentence by providing electronic access during normal business hours to such documents and information on the online data room established by the Company prior to the officesdate hereof. Notwithstanding any other provision of this Agreement, propertiesneither the Company nor any of its Subsidiaries, books and records on the one hand, nor Parent nor any of any Group Companyits Subsidiaries on the other hand, shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, (iiB) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding jeopardize the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations attorney-client privilege of the Company institution in possession or control of such information, (C) contravene, violate or breach any law, rule, regulation, order, judgment, decree or fiduciary duty or any binding agreement entered into prior to the date of this Agreement in the ordinary course of business consistent with past practice or (D) be adverse to its Subsidiaries or otherwise result interests in any significant interference with pending or threatened litigation between the timely discharge by parties hereto over the employees terms of the Company or its Subsidiaries of their dutiesthis Agreement. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available and materials furnished pursuant to this Section 6.03 to Parent or its Representatives Agreement shall be subject to the provisions of the Confidentiality Agreements. Agreement, dated August 19, 2016, between Parent and the Company (d) No investigation pursuant to this Section 6.03 shall affect any the “Confidentiality Agreement”). The Company makes no representation or warranty in this Agreement as to the accuracy of any party hereto information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Section 4. Parent makes no representation or any condition warranty as to the obligations accuracy of any information provided pursuant to Section 7.2(a), and Company may not rely on the parties heretoaccuracy of any such information, other than as expressly set forth in Parent and Merger Sub’s representations and warranties contained in Section 5.

Access to Information. (a) From Subject to applicable Law and the date hereof until other provisions of this Section 6.7, the Company and Parent each shall (and shall cause its Subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Transactions. The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives, during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreementsterms of Section 8.1, reasonable access, at reasonable times upon reasonable advance notice from Parentprior notice, to the Company shall (i) provide to Parent (and Parent’s officers, directors, key employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) properties, offices and other authorized representatives facilities of Parent the Company and such other partiesits Subsidiaries and to their books, collectivelyrecords, “Representatives”) reasonable access during normal business hours to the officescontracts and documents and shall, propertiesand shall cause each of its Subsidiaries to, books and records of any Group Company, (ii) furnish reasonably promptly to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct concerning its and its Subsidiaries’ employeesbusiness, legal counselproperties, financial advisorscontracts, auditors records and other personnel as may be reasonably requested, from time to time, by or on behalf of Parent; provided, that such access may be limited by the Company to the extent reasonably necessary (i) for the Company to comply with any applicable COVID-19 Measures or (ii) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of the Company’s and its Subsidiaries’ respective Representatives or commercial partners (provided that, in the case of each of clauses (i) and (ii), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to reasonably cooperate with provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Parent and its Representatives in their investigation. Notwithstanding the foregoing, shall conduct any such investigation shall be conducted activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in cause any significant unreasonable interference with the prompt and timely discharge by the employees of the Company or and its Subsidiaries of their normal duties.. Notwithstanding the foregoing: (bi) Notwithstanding anything No Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information, as applicable, to the contrary in Section 6.03(a)other Party or any of its Representatives to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, nothing in this Agreement shall require as applicable, is prohibited by applicable Law or an existing contract or agreement (provided, however, the Company or Parent, as applicable, shall inform the other Party as to the general nature of what is being withheld and the Company and Parent shall reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to (A) obtain the required consent or waiver of any third party required to provide such information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege); (ii) No Party shall have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the other Party’s good faith opinion the disclosure of which could subject the other Party or any of its Subsidiaries to provide Parent or any risk of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or liability; (iii) Parent shall not be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the disclosure Company or its Subsidiaries without the prior written consent of such books, records, documents the Company (granted or other information is prohibited by applicable Law.withheld in its sole discretion); and (civ) All no investigation or information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 6.7 shall affect or be deemed to modify any representation or warranty in made by the Company, Parent or Merger Sub herein. (b) The Confidentiality Agreement dated as of October 5, 2020 between Parent and the Company (the “Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder; provided, that paragraph 9 of any party hereto or any condition the Confidentiality Agreement shall be of no force and effect as of the date hereof. From and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Article VIII, each Party shall continue to provide access to the obligations other Party and its Representatives to the data relating to the Transactions maintained by or on behalf of it to which the parties heretoother Party and its Representatives were provided access prior to the date of this Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentTime, the Company shall, and shall (i) provide to Parent (and cause each of its subsidiaries to, give Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable full access (during normal business hours and upon reasonable notice) to the offices, properties, books and records of any Group Companythe Company and the subsidiaries, (ii) will furnish to Parent and Parent, its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent authorized representatives all their respective properties, books, contracts, commitments, personnel and its Representatives in their investigation. Notwithstanding the foregoingrecords and, any during such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of period, the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a)shall, nothing in this Agreement and shall require the Company or any cause each of its Subsidiaries to provide Parent or any of its Representatives with access to any bookssubsidiaries to, records, documents or other information to the extent that furnish (i) a copy of each report, schedule, registration statement and other document filed by it during such books, records, documents period pursuant to the requirements of Federal or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)state securities laws, (ii) the disclosure a copy of each tax return, report and information statement filed by it during such booksperiod, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or and (iii) the disclosure of such books, records, documents or all other information is prohibited by applicable Law. concerning its business, assets, properties and personnel (cincluding financial and operating data) All information as such persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the business of the Company and the subsidiaries; provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No that no investigation pursuant to this Section 6.03 5.3 shall affect any representation or warranty given by the Company hereunder. (b) From the date hereof until the Effective Time, the Company will give Parent, its counsel, financial advisors, auditors and other authorized representatives full access (during normal business hours at their actual location) to all accounting, revenue, marketing, producer, processing, and other books, records and data in this Agreement possession of any Company, except such records or data which Company is prevented by contractual obligations with third parties from disclosing; provided that in the event the Company is prohibited from making files or records available because of provisions of third party hereto or any condition to agreements, then the obligations Company shall inform Parent of the existence of such records, the parties heretothereto and the subject matter of such records. (c) From the date hereof, the order issued in that certain litigation entitled The Centris Group, Inc. et al. v. HCC

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable advance notice and subject to applicable Law Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the Confidentiality Agreementsother party and its Representatives, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours (and, with respect to books and records, the right to copy) to all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for the purpose of completing diligence related to the officestransactions contemplated by this Agreement; provided, propertiesthat such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, books from the date of this Agreement until the Effective Time, Parent and records the Partnership shall furnish promptly to one another (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Group CompanyGovernmental Authority thereunder), as applicable (other than documents which such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the furnishing party), and (ii) furnish to Parent all information concerning Parent’s or the Partnership’s business, properties and its Representatives such existing financial and operating data and personnel as the other existing information as such persons party may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employeesincluding all information relating to environmental matters, legal counsel, financial advisors, auditors and for the purpose of completing the other Representatives to reasonably cooperate with Parent and its Representatives in their investigationparty’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to provide access to any information the disclosure of which the other party has concluded may jeopardize any privilege available to such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company party or any of its Subsidiaries Affiliates relating to provide Parent such information or would be in violation of a confidentiality obligation binding on such party or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawAffiliates. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law law and the Confidentiality AgreementsAgreement dated as of July 16, upon reasonable advance notice from Parent2007 between the Company and Parent (the “Confidentiality Agreement”), the Company shall (i) provide give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books, contracts, commitments, management personnel and records of the Company, (ii) furnish promptly to Parent, its counsel, financial advisors, auditors and other authorized representatives (x) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (y) such information relating to the Company’s business, finances, operations, properties, assets and personnel and all other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company to cooperate with Parent (in its investigation of the Company; provided that the foregoing shall not require the Company to permit any inspection or disclose any information that, in the reasonable judgment of the Company, would result in the disclosure of any trade secrets of third parties or otherwise privileged information so long as the existence of such trade secrets of third parties or privileged information and Parentthe lack of disclosure thereof is identified to Purchaser. Any investigation pursuant to this Section shall be conducted upon two Business Day’s prior written notice to the Company, during regular business hours and in such a manner so as not to interfere unreasonably with the conduct of the business of the Company. Except as required by law, Parent will hold, and will cause its officers, directors, employees, accountants, counsel, consultants, financial advisors and legal advisorsagents to hold, agentsin confidence all documents and information concerning the Company furnished to Parent or its Affiliates in connection with the Transactions in accordance with the terms of the Confidentiality Agreement. (b) From the date hereof until the Effective Time and subject to applicable law, financing sources (including potential financing sources) and other authorized representatives of the Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to and/or Purchaser shall give the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives authorized representatives reasonable access to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations management personnel of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesParent. (bc) Notwithstanding anything to the contrary in Section 6.03(a), nothing contained in this Agreement or the Confidentiality Agreement to the contrary, the parties (and each employee, representative or other agent of the parties) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of the Merger; provided, however, that no party (and no employee, representative or other agent thereof) shall require disclose any other information that is not relevant to understanding the Company Tax treatment and Tax structure of the Merger (including the identity of any party and any information that could lead another to determine the identity of any party), or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would could reasonably result in the loss a violation of attorney-client any federal or other legal privilege state securities law. The parties acknowledge and agree that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives 6.03(c) shall be subject deemed an amendment to the Confidentiality Agreements. (d) No investigation Agreement pursuant to this Section 6.03 shall affect any representation or warranty and in this Agreement of any party hereto or any condition to accordance with the obligations of the parties heretolast paragraph thereof.

Access to Information. (aExcept as otherwise set forth herein, each Member shall be entitled to obtain from the Company, to the extent permitted by Law, any information that such Member may reasonably request concerning the Company and its Subsidiaries, subject to Section 18-305(c) From the date hereof until the earlier of the Effective Time Act and termination any limitations on such information rights under applicable Law; provided, however, that this Section 3.07 shall not obligate the Company or the Manager to create any information or reports that do not already exist at the time of this Agreement pursuant such request (other than to Article VIII and subject convert existing information from one medium to applicable Law and another, such as providing a printout of information that is stored in a computer database), except to the Confidentiality Agreements897613.05-WILSR01A - MSW extent otherwise provided in Section 9.03. Each Member shall also have the right, upon reasonable advance notice from Parentnotice, and at all reasonable times during usual business hours, to inspect the properties of the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial its Subsidiaries and legal advisors, agents, financing sources (including potential financing sources) the books of account and other authorized representatives records and reports of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its Company and its Subsidiaries’ employees, legal counsel, financial advisors, auditors subject to Section 18-305(c) of the Act and any other Representatives to reasonably cooperate limitations on information rights under applicable Law; provided that no such inspection or access by a Member may unreasonably interfere with Parent and the operation of any Project or the conduct of business by the Company or any of its Representatives in their investigationSubsidiaries. Notwithstanding the foregoing, or any other provision of this Agreement, no Member shall have the right to inspect, obtain copies of, or otherwise have access to any document, report, or other information that (a) is subject to any contractual or legal obligation of confidentiality which, notwithstanding such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company Member or its Subsidiaries designated officer, employee, or otherwise result in Representative being subject to Section 3.08 or any significant interference with the timely discharge by the employees of the Company Comparable Confidentiality Agreement (as applicable), prohibits such Member (or its Subsidiaries of their duties. designated officer, employee or Representative, as the case may be) from obtaining access to such document, report, or other information, (b) Notwithstanding anything to is protected by the contrary attorney-client or other applicable privilege, or (c) the Manager has determined in Section 6.03(a), nothing good faith is competitively sensitive or in this Agreement shall require the nature of trade secrets or the disclosure of which would damage the Company or any of its Subsidiaries or any of their respective businesses. A Member’s rights under this Section 3.07 may be exercised through any officer or employee of such Member designated in writing by it or by any Representative so designated, if such officer, employee, or Representative is subject to provide Parent a Comparable Confidentiality Agreement (it being understood that such Member shall be responsible to the Company for any breach of such Comparable Confidentiality Agreement). The Member making the request shall bear all reasonable and documented out-of-pocket costs and expenses incurred by the Company or any of its Subsidiaries in connection with such Member’s exercise of its rights under this Section 3.07. The Members agree to reasonably cooperate, and to cause their respective Representatives to reasonably cooperate, in connection with access any such request. All Confidential Information obtained by or on behalf of any Member, or to which any booksMember has been provided access, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives 3.07 shall be subject to the Confidentiality Agreementsprovisions of Section 3.08. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Subject to applicable Law, during the date hereof until the earlier of period prior to the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsTime, upon reasonable advance written notice from Parent, the Company shall (iand shall cause the Company Subsidiaries to) provide afford to Parent (and Parent’s the officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives Representatives of Parent and such other parties, collectively, “Representatives”) reasonable access to executives of the Company and the Company Subsidiaries to answer Parent’s questions concerning the business, operations and affairs of the Company and the Company Subsidiaries and access, during normal business hours hours, to the officesCompany’s and each of the Company Subsidiaries’ employees, properties, books books, contracts, commitments and records of any Group Companyrecords, (ii) furnish to in each case, as reasonably requested by Parent; provided that Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, shall conduct any such investigation shall be conducted activities in such a manner as not to interfere unreasonably or materially with the business business, operations or operations personnel of the Company or its Subsidiaries or otherwise result in the Company Subsidiaries. Notwithstanding any significant interference with provision of this Agreement to the timely discharge by contrary, neither the employees Company nor any of the Company Subsidiaries shall be required to provide access to or its Subsidiaries to disclose information if such access or disclosure would in the reasonable judgment of their dutiesthe Company (i) result in the disclosure of any Trade Secret of any third party or violate a third-party confidentiality obligation if the Company shall have used reasonable commercial efforts to obtain the consent of any such third party to such access or disclosure or (ii) in the Company’s reasonable judgment, jeopardize the work product privilege or the attorney-client privilege of the institution in possession or control of such information or violate any Law. (b) Notwithstanding anything Without limitation of the foregoing, all requests for access shall be made to the contrary in Section 6.03(a), nothing in this Agreement shall require such Representatives of the Company or any of its Subsidiaries to provide Parent or any of its Representatives with as it shall designate, who shall be solely responsible for coordinating all such requests and access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawthereunder. (c) All The information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall 6.5(a) will be subject to used solely for the purpose of effecting the Transactions and will be governed by the terms of the Confidentiality AgreementsAgreement. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Interim Period, upon reasonable notice, and subject to applicable Law and restrictions contained in any confidentiality agreement to which the Confidentiality Agreements, upon reasonable advance notice from ParentCompany is subject, the Company shall (i) provide to Parent (Purchaser and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other its authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours reasonable access to all the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counselrecords, financial advisors, auditors information and other Representatives to reasonably cooperate with Parent and its Representatives Contracts of the Company (in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner so as to not to interfere unreasonably with the normal business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with Company) and, during such period, promptly furnish such information concerning the timely discharge by the employees businesses, properties and personnel of the Company or its Subsidiaries as Purchaser shall reasonably request. All of their duties. (b) such information shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in Section 6.03(a), nothing set forth in this Agreement Agreement, during the Interim Period, neither the Sellers nor any of their Affiliates (including the Company) shall require the Company be required to disclose to Purchaser or any of its Subsidiaries representatives any (i) information (A) to provide Parent the extent related to the sale or divestiture process conducted by the Sellers or their Affiliates for the Company vis-à-vis any Person other than Purchaser and its Affiliates, or the Sellers’ or their Affiliates’ (or their respective representatives’) evaluation of the business of the Company in connection therewith, including projections, financial and other information relating thereto (subject to the provisions of Section 6.4), (B) if doing so would violate any contract or law to which any Seller or any of its Representatives with access to any books, records, documents Affiliates (including the Company) is a party or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at or which it reasonably determined upon the request advice of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, (C) if any Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain hand, are adverse parties in a litigation and such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as information is reasonably acceptable pertinent thereto, or (D) if any Seller or the Company reasonably determines upon the advice of outside counsel that such information should not be so disclosed due to its competitively sensitive nature, or (ii) information relating to Taxes or Tax Returns other than information relating to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawCompany. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other partiesrepresentatives, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, writing and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, Party; provided that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From During the date hereof until Pre-Closing Period, the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsDebtors agree to, upon reasonable advance notice from Parent, request keep the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to Backstop Parties reasonably informed about the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or and its Subsidiaries or otherwise result in direct and indirect subsidiaries, and, subject to applicable non-disclosure agreements and the terms thereof, use commercially reasonable efforts to provide the Backstop Parties any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require information reasonably requested regarding the Company or any of its Subsidiaries direct and indirect subsidiaries and provide, and direct the Company’s current employees, officers, advisors and other representatives to provide Parent or any of its Representatives with provide, to the Consenting Noteholders Advisors: (i) reasonable access to any the Company’s books, records, documents and facilities, and (ii) reasonable access to the senior management and advisors of the Company for the purposes of evaluating the Company’s assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs, provided that the foregoing obligation shall not require the Issuer or any Debtor or any of their employees, officers, advisors or other representatives to (1) take any action or share any information to which is restricted or prohibited by obligations of confidentiality binding on the extent that (i) such booksIssuer or any Debtor, records, documents applicable Law or other information is subject to the rules of any confidentiality agreement with a Third Party applicable securities exchange (provided, that at such Issuer or Debtor, as applicable, must only withhold the request portion of Parentsuch information or materials that are actually subject to such confidentiality obligations, applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so by any of the Company shall aforementioned, use its commercially reasonable best efforts to obtain a waiver from provide such Third Party), (ii) the disclosure of such books, records, documents withheld information or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements materials to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable counsel to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available Backstop Parties pursuant to this Section 6.03 to Parent a Confidentiality Agreement) nor (2) disclose any document or its Representatives shall be subject to share any information over which the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect Issuer or any representation Debtor asserts any legal professional privilege nor waive or warranty in this Agreement forego the benefit of any party hereto or any condition to the obligations of the parties heretoapplicable legal professional privilege.

Access to Information. (a) From During the period from the date hereof of this Agreement until the earlier of the Effective Offer Acceptance Time and the termination of this Agreement pursuant to Article VIII and subject to applicable Law and Section 8.1 (the Confidentiality Agreements“Pre-Closing Period”), upon reasonable advance notice from Parentto the Company, the Company shall, and shall (i) cause the respective Representatives of the Company to: provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) Representatives with reasonable access during normal business hours of the Company to the officesCompany’s Representatives, propertiespersonnel, books and records assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company and provide copies of any Group such existing books, records, Tax Returns, work papers and other documents and information relating to the Company, (ii) furnish in each case, to the extent reasonably requested by Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writingfor reasonable business purposes; provided, and (iii) instruct its and its Subsidiaries’ employeeshowever, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, that any such investigation access shall be conducted at Parent’s expense, at a reasonable time and in compliance with then-applicable local COVID-19 Measures, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere unreasonably with the normal operation of the business or operations of the Company or its Subsidiaries create material risk of damage or otherwise result in destruction to any significant interference with the timely discharge by the employees of material assets or property; provided that the Company shall be permitted to provide such information electronically or its Subsidiaries of their duties. (b) Notwithstanding anything by other remote access where practicable. Any such access shall be subject to the contrary in Section 6.03(a), nothing in this Agreement Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose or any of its Subsidiaries to provide Parent or any of its Representatives with access to any booksinformation if such disclosure could, records, documents or other information to the extent that in its reasonable judgement (after consultation with its outside counsel) (i) such books, records, documents or other information is subject to jeopardize any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that could does not reasonably be remedied by use of common interest agreements or other arrangements to maintain waive such privilege with respect thereto), (providedii) contravene any applicable Law, that if such an fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or arrangement can be used its Affiliates is a party) (so long as the Company uses its reasonable best efforts to maintain such privilege, communicate the applicable parties shallinformation to Parent in a way that would not contravene any applicable Law, if requested by Parentfiduciary duty or binding agreement, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilegeapplicable) or (iii) increase the risk of failing to satisfy the Regulatory Conditions; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company reasonably determines (after consultation with its outside counsel) doing so may be reasonably required for the purpose of such books, records, documents or other complying with applicable Antitrust Laws. With respect to the information is prohibited by applicable Law. (c) All information provided or made available disclosed pursuant to this Section 6.03 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Non-Disclosure Agreement dated March 6, 2022, between the Company and Parent or its Representatives shall be subject to (the “Confidentiality Agreements. (d) No investigation Agreement”). All requests for information made pursuant to this Section 6.03 5.1 shall affect any representation or warranty in this Agreement of any party hereto or any condition be directed to the obligations Persons listed on Part 5.1 of the parties heretoCompany Disclosure Schedule or another person designated in writing by the Company.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Upon reasonable notice and subject to applicable Law the matters set forth in the Orchard Disclosure Schedule and the Confidentiality AgreementsDMGI Disclosure Schedule and to all antitrust laws, upon reasonable advance notice from Parenteach of DMGI and the Orchard, for the Company purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall (i) provide cause each of their respective Subsidiaries to, afford to Parent (and Parent’s the officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) counsel and other authorized representatives of Parent and such the other partiesparty, collectivelyaccess, “Representatives”) reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records records, and, during such period, each of any Group CompanyDMGI and the Orchard shall, and shall cause their respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws (other than reports or documents which DMGI or the Orchard, as the case may be, is not permitted to disclose under applicable law) and (ii) furnish to Parent all other information concerning its business, properties and its Representatives such existing financial and operating data and other existing information personnel as such persons party may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in request. Neither DMGI nor the Orchard nor any of their investigation. Notwithstanding the foregoing, any such investigation respective Subsidiaries shall be conducted in required to provide access to or to disclose information where (x) such a manner access or disclosure would violate or prejudice the rights of DMGI’s or the Orchard’s, as not to interfere unreasonably with the business or operations case may be, customers, (y) jeopardize the attorney-client privilege of the Company institution in possession or its Subsidiaries control of such information or otherwise result (z) contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in any significant interference with which the timely discharge by the employees restrictions of the Company or its Subsidiaries of their dutiespreceding sentence apply. (b) Notwithstanding anything to Each of DMGI and the contrary in Section 6.03(a), nothing in this Agreement Orchard shall require hold all information furnished by or on behalf of the Company other party or any of its such party’s Subsidiaries or representatives pursuant to provide Parent or any of its Representatives with access to any books, records, documents or other information Section 6.2(a) in confidence to the extent that (i) such booksrequired by, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parentand in accordance with, the Company shall use its reasonable best efforts to obtain a waiver from such Third Partyprovisions of the confidentiality agreement, dated December 8, 2006, between DMGI and the Orchard (the “Confidentiality Agreement”), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations by either of the parties heretoor their respective representatives shall affect the representations and warranties of the other set forth herein.

Access to Information. (a) From Between the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and the Closing Date, Seller shall, subject to any restrictions as to confidentiality applicable Law to Seller, and except to the Confidentiality Agreementsextent that such books and records are subject to a legal privilege that, upon reasonable advance notice from Parentin the good faith judgment of Seller, the Company shall may be lost or impaired by virtue of such disclosure, (i) provide give Buyer and its authorized representatives reasonable access to Parent (and Parent’s officersall books, directorsrecords, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) offices and other authorized representatives facilities and properties of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, Business; (ii) furnish to Parent permit Buyer and its Representatives authorized representatives (including, without limitation, any financial institution proposing to provide any portion of the financing referred to in Section 4.3) to make such existing inspections thereof as any of them may reasonably request; and (iii) cause the officers of Seller to furnish Buyer and its authorized representatives with such financial and operating data and other existing information with respect to the Business as such persons any of them may from time to time reasonably request in writingrequest; provided, and however, that (iiiA) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted during normal business hours under the supervision of Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the business or operations of the Company or Business and (B) Buyer shall comply with all applicable laws in the course of conducting its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesinvestigation, including, without limitation, applicable labor and employment laws. (b) All information concerning the Business furnished or provided by Seller or its affiliates to Buyer or its representatives (whether furnished before or after the date of this Agreement) shall be held subject to the confidentiality letter between Seller and Buyer, dated as of April 26, 2004 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in Section 6.03(a), nothing contained in this Agreement Agreement, neither Seller nor any affiliate of Seller shall require the Company have any obligation to make available or provide to Buyer or its representatives a copy of (i) any Tax Return filed by Seller, or any of its Subsidiaries to provide Parent affiliates, or any of its Representatives with access to any books, related materials or (ii) an employee’s individual personnel or payroll records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver an Employee Release has not been obtained from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawemployee. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII Date and subject to applicable Law and the Confidentiality AgreementsLaw, upon reasonable advance notice from ParentParent or Merger Sub, the Company shall (i) provide to Parent and Merger Sub (and Parent’s or Merger Sub’s respective officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other partiesrepresentatives, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent Parent, Merger Sub and its their respective Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent Parent, Merger Sub and its their respective Representatives in their investigation. Notwithstanding the foregoing; provided, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything duties and to the contrary in Section 6.03(a), nothing in this Agreement shall require extent reasonably practicable with the resources readily available to the Company and not burdensome or disruptive to the Company’s business; provided, further, that the Company shall not be required to provide Parent, Merger Sub or any of its Subsidiaries to provide Parent or any of its their respective Representatives with access to any books, records, documents or other information to the extent that (ix) such books, records, documents or other information is are subject to any confidentiality agreement with a Third Party (provided, that at the request of ParentParent or Merger Sub, the Company shall use its commercially reasonable best efforts to obtain a waiver from such Third Party), (iiy) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could and joint defense or similar doctrines or workarounds would not reasonably be remedied by use of common interest agreements available or other arrangements effective to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such preserve privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iiiz) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All . Nothing in this Agreement shall require any of the Company and its Subsidiaries to disclose any information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject Merger Sub to the Confidentiality Agreements. extent such disclosure would, in the Company’s reasonable discretion, (di) No investigation pursuant to this Section 6.03 shall affect jeopardize any representation attorney-client or warranty in this Agreement other legal privilege or (ii) contravene any applicable Law or binding confidentiality obligation of any party hereto the Company or any condition of its Subsidiary or Affiliate, provided that the Company has used reasonable best efforts to the obligations make appropriate substitute arrangements to permit reasonable disclosure not in violation of the parties heretosuch applicable Law or obligation.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant Subject to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial currently existing contractual and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours restrictions applicable to the offices, properties, books and records of any Group Company, (ii) furnish Parent Companies or to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of their Subsidiaries, each of the Parent Companies and the Company shall, and shall cause each of its Subsidiaries to, afford to provide the accountants, counsel, financial advisors and other representatives of the other party hereto reasonable access to, and permit them to make such inspections as they may reasonably require of, during normal business hours during the period from the date of this Agreement through the Effective Time, all their respective properties, books, Tax Returns, contracts, commitments and records (including, without limitation, the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, each of the Parent Companies and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties and personnel as the other may reasonably request. Notwithstanding the first sentence of this Section 5.4, neither the Company nor any of its Representatives with accountants, counsel, financial advisors or other representatives shall have access to any booksinformation relating to the matters described in Section 5.4 of the Parent Letter. Notwithstanding the first sentence of this Section 5.4, recordsneither 26 31 the Parent Companies nor any of their respective accountants, documents counsel, financial advisors or other representatives shall have access to any information relating to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request matters described in Section 5.4 of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) Letter. No investigation pursuant to this Section 6.03 5.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All information obtained by Parent or the Company pursuant to this Section 5.4 shall be kept confidential in accordance with the Confidentiality Agreement dated October 6, 1997 among the Parent Companies and the Company.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentEffective Time, the Company shall (i) provide to Parent (will, and Parent’s will cause its subsidiaries, officers, directors, employees and agents upon reasonable notice to, afford to officers, employees, accountantsand agents of Parent, consultantsMerger Sub and their affiliates and the banks, other financial institutions, and legal advisorsinvestment bankers working with Parent or Merger Sub, and their respective officers, employees and agents, complete access at all reasonable times to its officers, employees, agents, financing sources (including potential financing sources) properties, books, records and contracts, and will furnish Parent, Merger Sub and their affiliates and the banks, other financial institutions and investments bankers working with Parent or Merger Sub, all financial, operating and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may they reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesrequest. (b) Notwithstanding anything Each of Parent and Merger Sub will hold and will cause its directors, officers, agents, employees, consultants and advisors to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the contrary written opinion of its legal counsel, by other requirements of law, all documents and information concerning the Company and its subsidiaries furnished to such persons in Section 6.03(a), nothing in connection with the transactions contemplated by this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information (except to the extent that such information can be shown to have been (i) previously known by such bookspersons from sources other than the Company, recordsor its directors, documents officers, representatives or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), affiliates; (ii) in the disclosure public domain through no fault of such books, records, documents persons; or (iii) later lawfully acquired by such persons on a non-confidential basis from other information would result in the loss of attorney-client sources who are not known by Parent or other legal privilege that could not reasonably Merger Sub to be remedied bound by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an a confidentiality agreement or arrangement can otherwise prohibited from transmitting the information to Parent or Merger Sub by a contractual, legal or fiduciary obligation) and will not release or disclose such information to any other person, except its directors, officers, agents, employees, consultants and advisors, in connection with this Agreement who need to know such information. If the transactions contemplated by this Agreement are not consummated, such confidence shall be used to maintain such privilege, the applicable parties shallmaintained and, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations on behalf of the parties hereto.Company, Parent and Merger Sub will, and will use all reasonable efforts to cause

Access to Information. (a) From Subject to applicable Laws, between the date hereof until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality AgreementsTime, upon reasonable advance notice from Parent, the Company shall will use reasonable efforts to give Parent and Merger Sub and their authorized representatives (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultantsincluding counsel, financial advisors and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”auditors) reasonable access (so long as such access does not unreasonably interfere with the operation of the Company or its Subsidiaries) during normal business hours to the officesits employees, propertiesofficers, agents, contracts and properties and to all books and records of any Group Companythe Company and its Subsidiaries, (ii) furnish will use reasonable efforts to permit Parent and Merger Sub to make such inspections as Parent and Merger Sub may reasonably require and will cause the Company’s officers and those of its Representatives Subsidiaries to furnish Parent and Merger Sub with such existing financial and operating data and other existing information as such persons may reasonably request in writingwith respect to the business, properties and (iii) instruct its personnel of the Company and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives Subsidiaries as Parent or Merger Sub may from time to time reasonably cooperate with Parent and its Representatives in their investigationrequest; provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by the Company. Notwithstanding the foregoing, any such investigation none of Parent, Merger Sub or their Representatives shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with have access to any books, records, documents or other information (i) to the extent that (i) access to such books, records, documents or other information is subject to any would violate the terms of a confidentiality agreement with a Third Party third party (provided, however, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver waivers from such Third Partythird parties), (ii) to the extent that the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law, (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates), or (v) to the extent the Company determines in good faith that such books, records, documents or other information involves trade secrets of the Company or its Subsidiaries. (b) Between the date hereof and the Effective Time, the Company shall furnish to Parent, (i) concurrently with the delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company management and (ii) at the earliest time they are available, such financial statements as are prepared for the Company’s SEC filings. (c) All Each of Parent and Merger Sub will hold and will cause its authorized representatives to hold in confidence all documents and information provided or made available pursuant to this Section 6.03 concerning the Company and its Subsidiaries furnished to Parent or its Representatives shall be subject Merger Sub in connection with the transactions contemplated by this Agreement pursuant to the terms of that certain Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to entered into between the obligations Company and the members of the parties heretoConsortium dated March 31, 2010 (the “Confidentiality Agreement”).

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject Subject to applicable Law and law ▇▇▇ existing confidentiality agreements between the Confidentiality Agreementsparties, upon reasonable advance notice from Parentnotice, the Company shall (iand shall cause its Subsidiaries to) provide to Parent afford the Investors (and Parent’s any prospective Ultimate Purchaser that executes a confidentiality agreement reasonably acceptable to the Company, which agreement will provide that, unless otherwise determined by the Company, all contact between such Ultimate Purchaser and the Company shall be through ADAH) and their directors, officers, directors, employees, accountantsinvestme▇▇ ▇ankers, consultantsattorneys, financial and legal advisors, agents, financing sources (including potential financing sources) accountants and other authorized representatives of Parent and such other partiesadvisors or representatives, collectivelyreasonable access, “Representatives”) reasonable access during normal business hours throughout the period prior to the officesClosing Date, to its employees, properties, books books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Investors all information concerning its business, properties and personnel as may reasonably be requested by any Investor; provided, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company to violate any Group Companyof its obligations with respect to confidentiality to a third party if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing disclose any privileged information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) to violate any laws; provided, further, that the disclosure Company shall deliver to the Investors a schedule setting in forth in reasonable detail a description of such books, records, documents or other any information is prohibited by applicable Law. not provided to the Investors pursuant to subclauses (ci) through (iii) above. All requests for information provided or and access made available pursuant to this Section 6.03 to Parent or its Representatives 5(q) shall be subject directed to the Confidentiality AgreementsChief Restructuring Officer or such other person as may be designated by such person. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentAgreement, the Company shall (i) provide give to Parent (and Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other partiesreasonable access, collectively, “Representatives”) reasonable access during normal at regular business hours and upon prior notice, to the offices, properties, books and records of any Group Companythe Company and its Subsidiaries, (ii) furnish to Parent and Parent, its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation, provided, however, the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse legal proceeding between the Company and its Representatives Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; and provided, further, that if the Company does not provide access to any document or information in their investigation. Notwithstanding reliance on clauses ‎(a) through ‎(d) of the foregoingforegoing proviso, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the Applicable Law or applicable Contract or cause a waiver of the applicable privilege or trade secret right; and provided, further that, subject to ‎Section 8.02(f), the Company shall provide access to any such documents or information notwithstanding clauses ‎(a) through ‎(d) to the extent required by Applicable Law in connection with the consummation of the Financing. Any investigation pursuant to this Section shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of the Company and its Subsidiaries. No information or its Subsidiaries or otherwise result knowledge obtained in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or any condition to made by the obligations of the parties heretoCompany hereunder.

Access to Information. (a) From the date hereof Effective Date until the earlier of the Effective Time Closing Date and the termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentAgreement, the Company Company, to the extent permitted by Law, shall (i) upon reasonable prior notice from Buyer, (A) provide to Parent (Buyer and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other its authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable Representatives with access during normal business hours and in a manner that does not unreasonably interfere with or interrupt the operation of the Company's business, to the officesbooks and records, properties, books assets, Contracts and records other data and documents of the Company and the Project and (B) reasonably cooperate, and cause its Subsidiaries to reasonably cooperate, with Buyer and its authorized Representatives in connection with their review of such materials and information, including by making available the Company's and its Subsidiaries' appropriate employees and accountants to the extent reasonably requested, in each case of the foregoing and (ii) at least once every calendar month furnish to Buyer a report summarizing the then-current status of the Feasibility Study and any Group Early Work (each as defined in the A&R Company LLC Agreement), along with other information relating to the progress of the Feasibility Study or Early Work (each as defined in the A&R Company LLC Agreement) reasonably requested by Buyer; provided that, in each case, the Company shall not be required to disclose any document or information, or permit any inspection, if and to the extent that would, in the reasonable judgment of the Company, (iiw) furnish result in the disclosure of any trade secrets of any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to Parent and the date of this Agreement (or entered into after the date of this Agreement in compliance with Section 4.01), (x) result in a violation of Law, including any fiduciary duty, (y) waive the protection of any attorney-client privilege or (z) result in the disclosure of any sensitive or personal information that would expose the Company to the risk of any Action by a third party (other than Buyer or its Affiliates); provided that in the case of each of the foregoing clauses (w) through (z), the Company shall use commercially reasonable efforts to provide to the Buyer or its authorized Representatives such existing financial and operating data and other existing (as applicable), to the extent possible, access to the relevant information as such persons may in redacted, summary or alternative form, or otherwise in a manner that would not reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives be expected to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted result in such a manner as not to interfere unreasonably with the business disclosure, violation or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutieswaiver. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require Neither the Company or nor any of its Subsidiaries to provide Parent or Affiliates nor any of its their Representatives with access to makes any books, records, documents representation or other information warranty as to the extent that accuracy of any information (iif any) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives 4.02, and Buyer may not rely on the accuracy of any such information, in each case, other than the representations and warranties set forth in Article II (as qualified by the Company Disclosure Letter). Buyer shall be subject to use the Confidentiality Agreements. (d) No investigation information provided pursuant to this Section 6.03 4.02 solely for the purpose of effecting the Transactions, and such information shall affect any representation or warranty in this Agreement be deemed to be "Confidential Information" governed by the terms and conditions of any party hereto or any condition to the obligations of the parties heretoSection 4.06.

Access to Information. (a) From the date hereof of this Agreement until the earlier of the Effective Time and valid termination of this Agreement pursuant to Article VIII or the Effective Time and subject to applicable Law (including COVID-19 Actions) and the Confidentiality Agreements, upon reasonable advance notice from ParentAgreement, the Company shall during normal business hours and upon reasonable prior written notice, and solely for purposes of furthering the Merger or integration planning relating thereto, (ia) provide give to Parent (and Parent’s officers, directors, employees, accountants, consultantsits counsel, financial and legal advisors, agents, financing sources (including potential financing sources) auditors and other authorized representatives of Parent and such other parties, collectively, “Representatives”) Representatives reasonable access during normal business hours to the officers, employees, offices, properties, Contracts, books and records of any Group Company, (ii) furnish to Parent the Company and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, Subsidiaries and (iiib) instruct its and its Subsidiaries’ their employees, legal counsel, financial advisors, auditors and other authorized Representatives to reasonably cooperate with Parent in such access; provided, however, that (i) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (A) any information that would give rise to the waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine (provided that the Company shall use reasonable efforts to provide any such information pursuant to a common interest agreement or in any other alternative fashion that would not reasonably be expected to result in the waiver of any applicable protection or privilege), (B) any information that in the good faith reasonable opinion of the Company would violate any Law, (C) such documents or information that are reasonably pertinent to any pending litigation, suit, action or proceeding between the Company and its Representatives in their investigation. Notwithstanding Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law), (D) subject to, and without limiting, the requirements of Section 6.03 and Section 8.02, any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the board of directors of the Company (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, or (E) subject to, and without limiting, the requirements of Section 6.03, any information related to an Adverse Recommendation Change or the actions of the board of directors of the Company (or any committee thereof) with respect thereto, (ii) any such investigation shall be conducted under reasonable supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere unreasonably with the normal business or operations of the Company or its Subsidiaries or otherwise result in any significant interference unreasonable burden with respect to the prompt and timely discharge by the employees of the Company or its Subsidiaries of their dutiesnormal duties and Parent shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access and (iii) any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures, policies and insurance requirements and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other intrusive environmental sampling or testing. For the avoidance of doubt, nothing in this Section 6.04 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that create an unreasonable burden on the employees of the Company or its Subsidiaries. In addition, the Company, its Subsidiaries and Parent shall cooperate in good faith to arrange for, as reasonably agreed by Parent and the Company, communication strategies for, and joint meetings of the Company and Parent with, the Company’s customers, suppliers, and employees; provided, that such meetings do not unreasonably interfere with the operations of the Company and its Subsidiaries and comply with Law. The Company may, as it deems advisable and necessary, reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions, and such materials and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Notwithstanding anything to the contrary herein, with the consent of Parent (which shall not be unreasonably withheld), the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Law (including as a result of any COVID-19 Actions). (b) Notwithstanding anything From the date of this Agreement until the earlier of the valid termination of this Agreement or the Effective Time, the Company shall, upon Parent’s reasonable request, provide Parent with (i) quarterly financial reporting (including, without limitation, any management accounts) promptly following the delivery of such quarterly financial reporting to the contrary in Section 6.03(a)board of directors of the Company and (ii) any information reasonably requested by Parent regarding the status of any litigation or other Action commenced or, nothing in this Agreement shall require to the Company’s knowledge, threatened to be commenced against the Company or any of its Subsidiaries to provide Parent related thereto. (c) From the date of this Agreement until the earlier of the valid termination of this Agreement or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of ParentEffective Time, the Company shall use its reasonable best efforts to obtain provide Parent advance notice and a waiver from such Third Party)draft copy of, (ii) to the disclosure of such booksextent reasonably possible, recordsprior to filing with or furnishing to the SEC, documents any reports, schedules, forms, statements, prospectuses, registration statements or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Lawdocuments. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Between the date hereof until the earlier of and the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentTime, the Company shall give Parent and its authorized representatives (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultantsincluding counsel, financial advisors and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”auditors) reasonable access during normal business hours to all the Company's and its subsidiaries employees, offices, properties, and other facilities and to all its and its subsidiaries books and records (except as otherwise prohibited by law) and will permit the other to make such inspections as the other may reasonably require and will cause its officers and those of any Group Company, (ii) its subsidiaries to furnish to Parent and its Representatives with such existing financial and operating data and other existing information as such persons may reasonably request in writingwith respect to its business, properties and (iii) instruct its personnel and its Subsidiaries’ employeessubsidiaries as Parent may from time to time reasonably request, legal counselprovided that no investigation pursuant to this Section 5.2(a) shall affect or be deemed to modify any of the representations or warranties contained herein. Between the date hereof and the Effective Time, the Company shall furnish to Parent at the earliest time they are available, such quarterly and annual financial advisors, auditors statements as are prepared for its Company SEC Reports which shall be in accordance with such entity's books and other Representatives records. Any investigation pursuant to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation this Section shall be conducted in such a manner as that will not to interfere unreasonably with the business or operations conduct of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees business of the Company or its Subsidiaries of their dutiesother party. (b) Notwithstanding anything to Between the contrary in Section 6.03(a), nothing in this Agreement shall require date hereof and the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of ParentEffective Time, the Company Parent shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable furnish to the Company at the earliest time they are available, such quarterly and annual financial statements as are prepared for its Parent public reports which shall be in accordance with such entity's books and records. Any investigation pursuant to maintain such privilege) or (iii) this Section shall be conducted in a manner that will not interfere unreasonably with the disclosure conduct of such books, records, documents or the business of the other information is prohibited by applicable Lawparty. (c) All Each of the Company and Parent will hold and will cause its authorized representatives to hold in confidence all documents and information provided or made available concerning the other in connection with the transactions contemplated by this Agreement pursuant to this the terms of Section 6.03 to 3 of that certain Letter of Intent entered into between the Company and Parent or its Representatives shall be subject to dated February 26, 2002 (the Confidentiality Agreements"LOI"). (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Between the date hereof until the earlier of the Effective Time and termination of this Original --------------------- Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from ParentEffective Time, the Company shall (ia) provide afford to Parent (Newco and Parent’s its officers, directors, employees, accountants, consultants, financial and legal advisorscounsel, agents, financing sources (including potential financing sources) agents and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable full access during normal business hours and at all other reasonable times to the officesofficers, employees, agents, properties, offices and other facilities of the Company and to their books and records (including all Tax Returns and all books and records related to Taxes and such returns), (b) permit Newco to make such inspections as it may require (and the Company shall cooperate with Newco in any inspections, including environmental due diligence), and (c) furnish promptly to Newco and its representatives a copy of any Group each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and such other information concerning the business, properties, contracts, records and personnel of the Company (including financial, operating and other data and information) in the possession of the Company or the Company's counsel, accountants or other consultants or agents as may be reasonably requested, from time to time, by or on behalf of Newco. All access, inspections and furnishing pursuant to this Section 5.2 shall (i) be on reasonable notice to the Company, (ii) furnish be scheduled and otherwise managed so as not to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writingunreasonably disrupt the Company's operations, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations without prior authorization of the Company (such authorization not to be unreasonably withheld) not involve direct contact with non-officer employees, suppliers or its Subsidiaries or non-retail customers and (iv) not extend to any matter otherwise result in any significant interference with the timely discharge protected by the employees attorney-client privilege, unless, in the case of the Company or its Subsidiaries of their duties. this clause (b) Notwithstanding anything to the contrary in Section 6.03(aiv), nothing Newco agrees that such information is to be provided in this Agreement shall require the Company or any confidence in anticipation of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information litigation and is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From the date hereof until the earlier Each of the Effective Time Company and termination ITD shall (and shall cause each Subsidiary to) permit representatives of this Agreement pursuant the Parent to Article VIII have full access (at all reasonable times, and subject in a manner so as not to applicable Law interfere with the normal business operations of the Company or ITD and their Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company and each Subsidiary. (b) Each of the Parent and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall Acquisition Subsidiaries (i) provide to Parent shall treat and hold as confidential any Company Confidential Information (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Companyas defined below), (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request shall not use any of the Company Confidential Information except in writingconnection with this Agreement, and (iii) instruct if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its and its Subsidiaries’ employeespossession. For purposes of this Agreement, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, “Company Confidential Information” means any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business confidential or operations proprietary information of the Company or its Subsidiaries any Subsidiary that is furnished in writing to the Parent or otherwise result in any significant interference with the timely discharge by the employees either of the Company or its Acquisition Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require by the Company or any Subsidiary in connection with this Agreement and is labeled confidential or proprietary; provided, however, that it shall not include any information (A) which, at the time of its Subsidiaries to provide disclosure, is available publicly, (B) which, after disclosure, becomes available publicly through no fault of the Parent or any either of its Representatives with the Acquisition Subsidiaries, (C) which the Parent or either of the Acquisition Subsidiaries knew or to which the Parent or either of the Acquisition Subsidiaries had access prior to any booksdisclosure, records, documents or (D) which the Parent or either of the Acquisition Subsidiaries rightfully obtains from a source other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, than the Company shall use its reasonable best efforts to obtain or a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable LawSubsidiary. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information. (a) From Subject to sections 10(b) to and including 10(h) and applicable Laws, upon reasonable notice, the Company shall (and shall cause each of its subsidiaries to) continue to afford the Representatives of the Purchaser access, during normal business hours from the date hereof and until the earlier of the Effective Expiry Time and or the termination of this Agreement pursuant Agreement, to Article VIII its properties, books, contracts and subject records as well as to applicable Law and the Confidentiality Agreementsits management personnel, upon reasonable advance notice from Parentand, the Company during such period, each party shall (iand shall cause each of its subsidiaries to) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours furnish promptly to the officesother party all information concerning its business, properties, books properties and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information personnel as such persons party may reasonably request in writingrequest, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, including monthly financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their dutiesinformation. (b) The Information will be kept strictly confidential and shall not, without the prior written consent of the Company, be disclosed by the Purchaser, or by its Representatives, in any manner whatsoever, in whole or in part, and shall not be used by the Purchaser or its Representatives other than in connection with the Offer. Moreover, the Purchaser agrees to reveal the Information only to its Representatives who have a reasonable need to know the Information for the purposes of evaluating the Offer, who are informed by it of the confidential nature of the Information and who have agreed to act in accordance with the terms and conditions of this Agreement. Notwithstanding anything such agreement, the Purchaser shall continue to be responsible for any breach of this Agreement by its Representatives and shall indemnify and save the Company harmless from any breach by any of its Representatives. (c) All copies of the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by the Purchaser or its Representatives, will be returned to the contrary Company immediately upon the termination of this Agreement. That portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by the Purchaser or its Representatives, will be destroyed upon the Company's request and any oral Information will continue to be subject to the terms of this Agreement. Upon the request of the Company, the Purchaser shall provide a certificate certifying as to the complete return and destruction of all Information in Section 6.03(a)accordance with the terms of this paragraph. (d) The Purchaser acknowledges that the Information is confidential and a valuable asset of the Company and all right, nothing title and interest in and to the Information is and at all times shall remain the exclusive property of the Company. (e) If the Purchaser or anyone to whom the Purchaser transmits the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, the Purchaser shall require provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained or the Company waives compliance with the provisions of this Agreement, the Purchaser shall furnish only that portion of the Information which it is advised, by written opinion of counsel addressed to the Purchaser and to the Company, is legally required and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. (f) Without the prior written consent of the Company, until the earlier of the acquisition by the Purchaser of 100% of the Common Shares pursuant to the transactions contemplated by this Agreement and December 31, 2000, neither the Purchaser nor any of its affiliates shall, directly or indirectly, solicit for employment any person who is then employed or who, within the 90 day period prior to the date of such solicitation, was employed (either as an employee or a consultant) by the Company or any of its Subsidiaries subsidiaries. (g) The Purchaser acknowledges that disclosure of any Information may cause significant damage and harm to provide Parent or any the Company, its affiliates, subsidiaries and shareholders and that remedies at law may be inadequate to protect against breach of its Representatives with access this Agreement, and the Purchaser hereby in advance agrees to the granting of injunctive relief in favour of the Company without proof of actual damages, in addition to any books, records, documents or other information remedy the Company may be entitled to. (h) The provisions of sections 10(b) to and including 10(h) of this section 10 shall survive for a period of two years after the extent that termination of this Agreement. (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at Each of the request of Parent, Purchaser and the Company shall use its reasonable best efforts to obtain a waiver from such Third Party)deliver, (ii) at the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents or other information is prohibited by applicable Law. (c) All information provided or made available pursuant to this Section 6.03 to Parent or its Representatives shall be subject to the Confidentiality Agreements. (d) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations closing of the transactions contemplated hereby, such customary certificates, resolutions and other closing documents as may be required by the other parties hereto, acting reasonably.