Common use of Prior to the Closing Clause in Contracts

Prior to the Closing. (i) The Shareholders shall permit, and shall cause the Conveyed Entities and their Subsidiaries to permit, Republic, the Republic Subsidiaries and their respective representatives to have reasonable access, during regular business hours and upon reasonable notice, to (I) the assets, properties, books, records and other documents and information of the Conveyed Entities and the Subsidiaries thereof reasonably necessary for Republic and the Republic Subsidiaries to complete (A) their due diligence investigation in respect of the transactions contemplated hereby and (B) the Registration Statement and (II) the officers, directors and employees of the Conveyed Entities and the Subsidiaries thereof, but only upon the prior written consent of Mich▇▇▇ ▇. ▇▇▇▇, ▇. Keit▇ ▇▇▇▇, ▇▇ge▇ ▇▇▇▇▇▇ ▇▇ their respective designees; (ii) The Shareholders shall furnish, or cause the Conveyed Entities and the Subsidiaries thereof to furnish, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (x) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Conveyed Entity or any Subsidiary thereof. All information provided to Republic or any Republic Subsidiary by or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant to the terms of the Confidentiality Agreement.

Prior to the Closing. Seller shall use reasonable best efforts to provide, and to cause its Affiliates to provide, to Purchaser or its Affiliate, as applicable, and at Purchaser’s sole expense, such cooperation reasonably requested by Purchaser in connection with the Debt Financing including: (i) The Shareholders shall permitassisting with the preparation of customary materials for rating agency presentations, bank information memoranda and similar syndication materials; participating in a reasonable number of meetings (including customary meetings among the finance providers, prospective lenders and investors, and shall cause senior management and representatives of the Conveyed Entities Seller and their Subsidiaries meetings with rating agencies) and providing customary authorization letters to permit, Republic, the Republic Subsidiaries and their respective representatives financing providers authorizing the distribution of information to have reasonable access, during regular business hours and upon reasonable notice, to prospective lenders or investors (Iii) the assets, properties, books, records and other documents and providing all reasonably available financial information of the Conveyed Entities type and form customarily included in offering documents used for the Subsidiaries thereof syndication of credit facilities of the type to be included in the Debt Financing and as may reasonably necessary for Republic be requested in connection with the structuring, arrangement and syndication of the Republic Subsidiaries to complete Debt Financing; provided, that the Seller shall not provide any pro forma financial information or information about the Seller on an unconsolidated basis; (iii) reasonably assisting in (A) their due diligence investigation the preparation and execution and delivery of one or more credit or other agreements governing the Debt Financing, as well as any security documents, intercreditor documents, certificates or other definitive financing documents in respect of connection with the transactions contemplated hereby Debt Financing and (B) the Registration Statement facilitation of pledging of collateral and negotiation of payoff letters and lien releases on the Purchased Assets; and (IIiv) providing to Purchaser all documentation and other information reasonably requested by Purchaser to comply with applicable “know your customer” and anti-money laundering rules and regulations (including the officers, directors and employees of the Conveyed Entities USA Patriot Act and the Subsidiaries thereofLenders’ corresponding internal policies of general application to all borrowers), but only upon to the extent reasonably requested by Purchaser in connection with the Debt Financing at least 10 Business Days prior written consent of Mich▇▇▇ ▇. ▇▇▇▇to Closing; provided, ▇. Keit▇ ▇▇▇▇however, ▇▇ge▇ ▇▇▇▇▇▇ ▇▇ their respective designees; (ii) The Shareholders that in no event shall furnishcooperation by Seller be required to the extent it would, or cause the Conveyed Entities and the Subsidiaries thereof to furnishwould be reasonably likely to, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (xA) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation business or operations of the business of Seller, (B) require the Seller to take any Conveyed Entity action that will conflict with or violate the Seller’s constitutional documents or any Subsidiary thereof. All information provided applicable Law, (C) require the Seller to Republic enter into or approve any Republic Subsidiary by documentation referred to in paragraph (iii) above that takes effect or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant is effective prior to the terms Closing or (D) require the Seller to bear any out of pocket cost or expense, pay any fee or provide any indemnity, in each case to the Confidentiality Agreement.extent effective prior to the Closing. ​ ​

Prior to the Closing. (i) The Shareholders DBI shall permituse reasonable best efforts to provide, and shall cause the Conveyed Entities Company Group to use reasonable best efforts to provide, and their Subsidiaries shall use reasonable best efforts to permitcause its Representatives, Republicincluding legal, the Republic Subsidiaries accounting and their respective representatives to have reasonable access, during regular business hours and upon reasonable notice, to financial advisors (I) the assets, properties, books, records and other documents and information of the Conveyed Entities and the Subsidiaries thereof reasonably necessary for Republic and the Republic Subsidiaries to complete (A) their due diligence investigation in respect of the transactions contemplated hereby and (B) the Registration Statement and (II) the officers, directors and employees of the Conveyed Entities and the Subsidiaries thereof, but only upon the prior written consent of Michincluding ▇▇▇ ▇. ▇▇▇▇, ▇. Keit▇ ▇▇▇▇, ▇▇ge▇ ▇▇▇▇▇▇ ▇▇ their respective designees; ▇▇▇▇), to provide, cooperation reasonably requested by Purchaser that is customary and necessary in connection with arranging, obtaining and syndicating the Debt Financing, including using reasonable best efforts in (i) preparing and furnishing to Purchaser and the Debt Financing Sources as promptly as practicable financial information to the extent it is available to the Seller Group and all other available pertinent information and disclosures relating 68 to the Company Group or the Business as may be reasonably requested by Purchaser that is necessary to satisfy the conditions set forth in the Definitive Financing Agreement, (ii) The Shareholders shall furnishhaving appropriate members of senior management of the Business or other appropriate personnel participate in a reasonable number of virtual or telephonic lender presentations and due diligence sessions in connection with the Debt Financing, including direct contact between such senior management of the Business or cause other appropriate personnel and Purchaser’s Debt Financing Sources and potential lenders and investors in the Conveyed Entities Debt Financing, (iii) assisting in the preparation of, and executing and delivering, the Subsidiaries thereof to furnishDefinitive Financing Agreement, to Republic including guarantee and the Republic Subsidiaries such financialcollateral documents, tax and operating data disclosure schedules and other available information certificates and documents as may be reasonably requested by Purchaser, (iv) facilitating the pledging of collateral (including, but not limited to, delivering original certificates with respect to such entities all certificated securities (with transfer powers executed in blank) or, if any, similar documents for limited liability companies) for the Debt Financing, (v) assist with procurement of insurance certificates and their respective assetsendorsements from the insurance policy underwriters of the Company Parties on or prior to the Closing Date and (vi) facilitate the taking of all corporate, propertieslimited liability company or similar actions reasonably requested by Purchaser to permit the consummation of the Debt Financing, employeessubject to clause (z) below; provided, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided however, that (v) neither the Shareholders Seller Group nor the Conveyed Entities or their Subsidiaries Company Group shall be obligated required to (x) provide Republic audited financial statements of the Seller Group, the Company Group or the Business or any Republic Subsidiary with any customer listsother financial statements, confidential information or trade secrets or (y) permit Republicin each case, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Propertyextent not prepared in the ordinary course of business, without (w) nothing herein shall require such cooperation to the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to extent it would interfere unreasonably with the operation ongoing normal business or operations of the business Seller Group, the Company Group or the Business, (x) the Company Group shall not be required to commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Closing Date, (y) the Company Group shall not be required to take any action that would reasonably be expected to result in a breach of any Conveyed Entity material Contract or subject the Company to actual or potential liability or that would require the Company Group or the Business to pay any commitment or other similar fee or make any other payment (other than reasonable out- of-pocket costs) or incur any other liability of any kind (or provide or agree to provide any indemnity) in connection with the Debt Financing or any Subsidiary thereofof the foregoing, in each case, prior to (or that is not subject to the occurrence of) the Closing Date, and (z) the boards of directors of the Company Group in place prior to the Closing (except that directors, officers and managers will sign resolutions or consents that do not become effective until the Closing to the extent that they will remain directors, officers or managers after giving effect to the Closing) shall not be required to enter into any resolutions or take similar action approving the Debt Financing. In addition, the Seller Parties shall provide (1) the Required Financial Information and (2) at least three (3) Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations, including the PATRIOT Act, relating to the Company Group, and, if any member of the Company Group qualifies as a “legal entity customer” under 31 C.F. R. § 1010.230, a Beneficial Ownership Certification in relation to such entity, in each case as reasonably requested by Purchaser or the Debt Financing Sources at least eight (8) Business Days prior to the Closing Date. All non-public or otherwise confidential information provided to Republic regarding DBI or any Republic Subsidiary of its Affiliates obtained by Purchaser or on behalf of its Representatives pursuant to this Section 7.07(a) shall be kept confidential in accordance with the Shareholders hereunder Confidentiality Agreement and Section 6.01, except that Purchaser will be held by Republic permitted to disclose such information to any Debt Financing Sources and the Republic Subsidiaries pursuant other financial institutions and investors that are or may become parties to the terms of the Confidentiality Agreement.Debt Financing and to

Prior to the Closing. (i) The Shareholders shall permit, and shall cause the Conveyed Entities and their Subsidiaries to permit, Republic, the Republic Subsidiaries and their respective representatives to have reasonable access, during regular business hours and upon reasonable notice, to (I) the assets, properties, books, records and other documents and information of the Conveyed Entities and the Subsidiaries thereof reasonably necessary for Republic and the Republic Subsidiaries to complete (A) their due diligence investigation in respect of the transactions contemplated hereby and (B) the Registration Statement and (II) the officers, directors and employees of the Conveyed Entities and the Subsidiaries thereof, but only upon the prior written consent of Mich▇▇▇▇▇▇▇ ▇. ▇▇▇▇, D. ▇. Keit▇▇▇▇ ▇▇▇▇, ▇▇ge▇▇▇ ▇▇▇▇▇▇ ▇▇ or their respective designees; (ii) The Shareholders shall furnish, or cause the Conveyed Entities and the Subsidiaries thereof to furnish, to Republic and the Republic Subsidiaries such financial, tax and operating data and other available information with respect to such entities and their respective assets, properties, employees, businesses and operations as Republic and the Republic Subsidiaries shall from time to time reasonably request; provided that neither the Shareholders nor the Conveyed Entities or their Subsidiaries shall be obligated to (x) provide Republic or any Republic Subsidiary with any customer lists, confidential information or trade secrets or (y) permit Republic, the Republic Subsidiaries or their respective agents or consultants to conduct any environmental investigations, tests or studies (including any Phase I and Phase II environmental audit(s)) relating to the Real Property, without the prior written consent of the Shareholders; and provided further that any such access, investigation, test or study shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Conveyed Entity or any Subsidiary thereof. All information provided to Republic or any Republic Subsidiary by or on behalf of the Shareholders hereunder will be held by Republic and the Republic Subsidiaries pursuant to the terms of the Confidentiality Agreement.