Common use of Access to Information Clause in Contracts

Access to Information. (a) Between the date of this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. (a) Between Subject to the terms of the Confidentiality Agreement, this Agreement and applicable Laws, during the period from the date of this Agreement through the earlier of the Closing Date and the Effective Timedate on which this Agreement is terminated in accordance with Article VII, the Company will IASIS Parties shall permit the MPT Parties and their advisors, lenders, accountants, attorneys and authorized representatives to have reasonable access, during ordinary regular business hours and upon reasonable advance notice, (i) give to the Parent offices, facilities, assets, properties, certain management-level employees, books and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and propertiesIASIS Parties, and its personnelshall furnish, representativesor cause to be furnished, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial MPT Parties, such financial, tax and operating data and such other existing information with respect to its businesssuch entities and their respective offices, facilities, assets, properties, assetsemployees, liabilities businesses and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), operations as the Parent may MPT Parties shall from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate . All access and investigation pursuant to verify the existence this Section 5.1 shall be coordinated through IASIS’s Chief Financial Officer and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted at the MPT Parties’ expense and in such a manner as not to interfere unreasonably with the operation normal operations of the business businesses of IASIS and the Sellers. Notwithstanding anything to the contrary contained herein or otherwise, neither IASIS nor any of the Company, (B) the Company Sellers shall not be required to take any action which provide access to or to disclose information where such access or disclosure would constitute a waiver violate or prejudice the rights of its customers, jeopardize the attorney-client privilege, (C) the Company need not supply the Parent with privilege or other immunity or contravene any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, Law or any such activities by the Parent binding agreement entered into prior to the purchase by date of this Agreement; provided, however, that the Purchaser IASIS Parties will notify the MPT Parties in reasonable detail of Shares the circumstances giving rise to any non-access or non-disclosure pursuant to the Offer shall be for foregoing and to permit access or disclosure, to the purposes of verifying extent possible, in a manner consistent with privilege or other immunity or applicable Law or Contract. Notwithstanding anything to the accuracy of representations and warranties contrary contained herein or otherwise, prior to the Closing, without the prior written consent of the Company IASIS Parties, the MPT Parties shall not contact any vendor, customer, physician or other healthcare provider of the IASIS Parties without the written consent of the IASIS Parties, other than any such contact not involving the transactions contemplated by this Agreement and the compliance by other Transaction Documents, and provided that IASIS shall have the Company with right to have a representative present during any such contact in the event that its covenants contained in this Agreementconsent is required and it consents to such contact.

Access to Information. The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (a) Between collectively, the date “Representatives”), during the period prior to the earlier of the Effective Time and the termination of this Agreement and pursuant to the Effective Timeterms of Section 7.1 of this Agreement, the Company will during ordinary business hours and reasonable access, at reasonable times upon reasonable advance prior notice, (i) give to the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksofficers, records (includingkey employees, without limitationagents, the workpapers of the Company's outside accountants), contracts, commitments, plantsproperties, offices and other facilities of the Company and propertiesits Subsidiaries and to their books, records, contracts and documents and shall, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory cause each of its assets)Subsidiaries to, (iii) cause its officers and advisors to furnish reasonably promptly to the Parent and its financial Representatives such information concerning the Company’s and operating data and such other existing information with respect to its Subsidiaries’ business, properties, assetscontracts, liabilities records and personnel (includingas may be reasonably requested, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably requesttime, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition by or on behalf of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation access pursuant to this Section 5.2 shall be conducted coordinated through one of the individuals listed on Schedule 5.2 of the Company Disclosure Letter. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation business or operations of the business Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the CompanyCompany and its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 5.2, (B) the Company shall not be required to, or to take cause any action which would constitute a waiver of the attorney-client privilegeits Subsidiaries to, (C) the Company need not supply the grant access or furnish information to Parent with or any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or of its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior Representatives to the purchase 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 or agreement. Notwithstanding the Purchaser of Shares pursuant foregoing, Parent shall not have access to the Offer shall be for the purposes of verifying the accuracy of representations and warranties 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 liability. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement dated as of June 1, 2007 between an Affiliate of Parent and the compliance by Company (the Company with its covenants contained in “Confidentiality Agreement”) shall survive the execution and delivery of this AgreementAgreement and, subject to Section 7.2, shall apply to all information furnished thereunder or hereunder.

Access to Information. (a) Between Prior to the Closing Date, upon reasonable notice to the Company (and, with respect to sensitive information of the Company, its Subsidiaries and the Affiliated Medical Practices with respect to their respective operations or business opportunities directly competitive with Parent or any of Parent’s Subsidiaries, upon the consent of the Company, not to be unreasonably withheld), Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company, its Subsidiaries and the Affiliated Medical Practices and such examination of the books and records of the Company, its Subsidiaries and the Affiliated Medical Practices as it reasonably requests and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company, its Subsidiaries and the Affiliated Medical Practices to cooperate with Parent and Parent’s representatives in connection with such investigation and examination, and Parent and its representatives shall cooperate with the Company, its Subsidiaries and the Affiliated Medical Practices and their respective representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company, its Subsidiaries and the Affiliated Medical Practices. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or the Affiliated Medical Practices shall be required to provide access to or to disclose information where such access or disclosure would (i) violate or prejudice the rights of its customers, (ii) waive the attorney-client privilege of the institution in possession or control of such information, (iii) contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement and in the Effective Time, Ordinary Course of Business or (iv) be adverse to the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers interests of the Company, any of its Subsidiaries or any of the Affiliated Medical Practices in any pending or threatened litigation between the parties hereto over the terms of this Agreement; provided that for purposes of clauses (i), (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), and (iii) cause above, the Company has used its officers and advisors commercially reasonable efforts to furnish to provide the Parent its financial and operating data and requested information in a way that would not result in such other existing information with respect to its businessviolation, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any)waiver or contravention, as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementapplicable.

Access to Information. (a) Between Except in the date case of this Agreement an adversarial Action by one Party against the other Party (which shall be governed by such discovery rules as may be applicable thereto), each of Cohesant and Spinco, on behalf of the Cohesant Entities and the Effective TimeSpinco Entities, respectively, agrees to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the Company will during ordinary exchange of information, and only in such manner that does not cause unreasonable disruption of the business hours and upon reasonable advance noticeof such Person, any Information in the possession or under the control of such Person that the requesting party reasonably needs (i) give to comply with reporting, disclosure, filing or other requirements imposed on the Parent and requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Companyrequesting party, (ii) permit the Parent for use in any other judicial, 20 regulatory, administrative or other proceeding or in order to make such inspections thereof as it may reasonably request (includingsatisfy audit, without limitationaccounting, observing the Company's physical inventory of its assets)claims, regulatory, litigation or other similar requirements or (iii) cause to comply with its officers and advisors to furnish to the Parent its financial and operating data and such obligations under this Agreement or any other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateTransaction Agreement; provided, however, that (A) the requesting Person shall agree in writing to keep any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation Information that incorporates proprietary, confidential or privileged information of the business of providing Person confidential, except to the Companyextent that such records or documents are required to be disclosed by Law or legal process, (B) each Party agrees to notify the Company shall not providing Person of any Action whereby such requesting Person might be required to take disclose proprietary, confidential or privileged information, so that the providing Person may seek a protective order in any action which would constitute a waiver such Action, (C) in the event that any Party determines that any such provision of the information could be commercially detrimental, violate any Law or provision of any material Contract, or waive any attorney-client privilege, (C) the Company need not supply Parties shall take all reasonable measures to permit the Parent compliance with such obligations in a manner that avoids any information which it is under a legal obligation not to supplysuch harm or consequence, and (D) until if information other than that pertaining to the Business or the GlasCraft Business is contained in such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Sharesrecords, any Cohesant and Spinco shall either agree that such activities information may be omitted or redacted by the Parent prior providing Person, or shall enter into appropriate secrecy commitments to the purchase protect such information and (E) this Article IV shall not apply to matters relating to Taxes which shall be exclusively governed by the Purchaser Tax Matters Agreement. Cohesant and Spinco intend that any transfer of Shares pursuant to Information that would otherwise be within the Offer attorney-client privilege shall be for the purposes not operate as a waiver of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementany potentially applicable privilege.

Access to Information. (a) Between the date of this Agreement and the Effective TimeClosing Date, the Initial Members shall, and shall cause the Company will to, provide Purchaser and its Representatives full access during ordinary normal business hours to all personnel, properties, customers, Books and upon reasonable advance noticeRecords, (i) give Corporate Records, Contracts, Permits and other documents of or relating to the Parent and the Parent's authorized representatives all access the Parent Company to make such investigation as shall reasonably request be deemed desirable; provided that access to all of its books, records (including, without limitation, customers and employees shall be subject to the workpapers prior written consent of the Company's outside accountants), contractssuch consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and its Representatives all data and information concerning the Company and its business, commitmentsassets and properties as may reasonably be requested, plantsincluding access to officers and employees and representatives of the Company. Notwithstanding any such investigation, offices and other facilities and propertieswhether occurring before or after the date of this Agreement, Purchaser has the unqualified right to rely upon, and has relied upon, each of the representations, warranties and covenants made by the Initial Members in this Agreement, subject to the disclosures in the Disclosure Schedules, and no such investigation performed or information received by Purchaser or its personnelRepresentatives shall affect in any way the Liability of the Initial Members with respect to any representations, representativeswarranties or covenants contained herein. Without limiting the generality of the foregoing, accountants and agents; providedthe Initial Members shall, howeveras promptly as practicable, inform Purchaser in writing of any change or event which renders any representation or warranty or any Disclosure Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the date hereof shall in any way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement. For the avoidance of doubt all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish be subject to the Parent its financial Confidentiality Agreement, the terms and operating data conditions of which survive the execution and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition delivery of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. From the date hereof until the Closing or the termination of this Agreement, Seller shall, and shall cause the Company and each Subsidiary to, (a) Between the date of this Agreement afford Buyer and the Effective Timeits Representatives reasonable access, the Company will during ordinary normal business hours and upon reasonable advance prior notice, (i) give the Parent to and the Parent's authorized representatives all access the Parent shall reasonably request right to inspect all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its businessReal Property, properties, assets, liabilities premises, books and personnel records, Contracts and other documents and data related to the Company and its Subsidiaries; (includingb) furnish Buyer and its Representatives with such financial, without limitation, title insurance reports, real property surveys operating and environmental reports, if any), other data and information related to the Company and its Subsidiaries as the Parent Buyer or any of its Representatives may from time to time reasonably request, ; and (ivc) take such actions as instruct the Parent reasonably deems appropriate to verify the existence Representatives of Seller and condition of equipment leased by the Company to reasonably cooperate with Buyer in its customersdue diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and (v) permit the Parent's accountants its Representatives to conduct such confirmation environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing procedures with respect without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any same condition it was in immediately prior to such testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 4.02 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of Seller or the Company and the compliance by in a manner consistent with applicable Law and provisions of leases or other Contracts applicable to such investigations, if any. Buyer shall and shall cause its Representatives to hold all information received from Seller, the Company with its covenants contained or any Subsidiary, directly or indirectly, in this confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 13, 2014 between Buyer and Seller.

Access to Information. (a) Between From the date of this the Original Agreement and until the Effective TimeClosing, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent Sellers shall and the Parent's authorized representatives all access the Parent shall reasonably request to all of its bookscause their respective officers, records (includingdirectors, without limitationemployees, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnelagents, representatives, accountants and agents; providedcounsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, however, that all such access shall take place after appropriate prior consultation with the officers properties and books and records of the CompanyBusiness, and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel regarding the Business (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), or copies thereof) as the Parent Buyer may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition in each case, solely for purposes of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateBuyer’s integration planning; provided, however, that (A) any such investigation access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere unreasonably with the operation normal operations of the business Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the Companyhealth and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, (B) warranty or agreement given or made by Sellers in this Agreement. Notwithstanding anything to the Company contrary in this Agreement, Sellers shall not be required to take disclose any action which would constitute a waiver of information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilegeor other legal privilege or (iii) contravene any applicable Laws, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or binding agreement entered into prior to the purchase date of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any real property owned or leased by the Purchaser Sellers for purposes of Shares pursuant conducting any invasive or intrusive environmental sampling or testing or (z) any information to the Offer extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall be for have the purposes of verifying right to withhold any information relating to the accuracy of representations and warranties sale process of the Company Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the compliance by Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the Company with activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its covenants contained in this AgreementAffiliates and their respective Representatives to use reasonable care, and to not cause any damage to the properties, assets or offices of Sellers.

Access to Information. (a) Between Subject to Applicable Law, from the date of this Agreement and until the Effective Time, upon reasonable notice and during normal business hours, the Company will during ordinary business hours shall, and upon reasonable advance noticeshall cause each of its Subsidiaries to, (ia) give the Parent and its Representatives reasonable access to the Parent's authorized representatives all access offices, properties, books, contracts and records of the Company and its Subsidiaries, (b) furnish to Parent shall and its Representatives such financial and operating data and other information relating to the Company and its Subsidiaries and their properties and businesses as Parent and its Representatives may reasonably request to all of its books, records and (including, without limitation, c) instruct the workpapers Representatives of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants Subsidiaries to cooperate with Parent in its investigation of the Company and agentsits Subsidiaries; provided, however, that all such access no investigation pursuant to this Section 7.04 shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent affect or be deemed to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased modify any representation or warranty made by the Company to its customersherein, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, howeverfurther, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company and its Subsidiaries shall not be required to take provide access to any action information or documents which would would, in the reasonable judgment of the Company (i) breach any Contract with any Person, (ii) constitute a waiver of the attorney-client privilegeprivilege held by any of the Company or its Subsidiaries, (Ciii) violate Applicable Law or (iv) unreasonably interfere with the Company need not supply the Parent with any information which it is under a legal obligation not to supply, business and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties operations of the Company and the compliance by its Subsidiaries (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to cause a breach, waiver, violation or interference). Any investigation pursuant to this Section 7.04 shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of the Company and its covenants contained Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company and its Subsidiaries relating to individual performance or evaluation records, medical histories or other information, in this Agreementeach case to the extent the disclosure thereof would result in the violation of Applicable Law.

Access to Information. (a) Between From the date of this Agreement until the earlier of the Effective Time and the Effective Timetermination of this Agreement in accordance with its terms, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the each of Parent and the Parent's authorized representatives all access Company shall keep the Investor reasonably informed of any material development of the proposed Distribution (including the status thereof) and, upon reasonable notice, each of Parent and the Company shall reasonably request (and each shall cause its respective Subsidiaries to) afford to all of the Investor and its booksofficers, accountants, counsel, and financial advisors reasonable access, during normal business hours, to (a) the books and records principally relating to the China Business and (including, without limitation, b) the workpapers senior management employees of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all Parent or the Company may restrict the foregoing access to the extent that (i) any Applicable Laws or Material Contract requires Parent, the Company or any of their respective Subsidiaries to restrict or prohibit access to any such access shall take place after appropriate prior consultation with the officers of the Company, properties or information or (ii) permit disclosure of such information would violate confidentiality obligations to a third party (who is not an outside advisor of Parent and/or the Company). The Investor will hold any such information obtained pursuant to this Section 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 to make such inspections thereof and Primavera Capital Limited (as it may reasonably request (includingbe amended or supplemented, without limitationthe “Confidentiality Agreement”). Notwithstanding anything in the Confidentiality Agreement or this Agreement to the contrary, observing following the Company's physical inventory of its assets)Closing, (iiix) cause its officers and advisors to furnish any disclosure of information (other than any information relating to the Parent or its financial Subsidiaries (excluding, for the avoidance of doubt, the Company and operating data and such other existing information with respect its Subsidiaries)) that is not prohibited by Section 3.2 of the Shareholders Agreement shall not be deemed to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as be a breach of this Section 5.8 or the Parent may from time to time reasonably requestConfidentiality Agreement, (ivy) take such actions as any action that is not prohibited by Section 2.2 of the Parent reasonably deems appropriate Shareholders Agreement shall not be deemed to verify be a breach of the existence and condition standstill obligations of equipment leased by the Investor solely in respect of the Company to its customersset forth in the seventh paragraph of the Confidentiality Agreement, and (vz) permit the Parent's accountants to conduct such confirmation except as provided in (x) and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided(y), however, that (A) any such investigation nothing in this Section 5.8 shall be conducted in such a manner as not construed to interfere unreasonably with limit or otherwise modify the operation provisions or term of the business Confidentiality Agreement, which shall survive any termination of this Agreement. Any investigation by the Company, (B) the Company Investor shall not be required to take any action which would constitute a waiver of affect the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties contained herein or the conditions to the respective obligations of the Company and Parties to consummate the compliance by the Company with its covenants contained in this AgreementInvestment.

Access to Information. (a) Between the date of this Agreement and the Effective TimeClosing Date, the Company will Seller will, during ordinary business hours and upon reasonable advance notice, (i) give Buyer and Buyer’s Representatives reasonable access to the Parent Purchased Assets to which Buyer is not denied access by Law and to which Seller has the Parent's authorized representatives all right to grant access without the Parent shall reasonably request to all consent of its booksany other Person (and in the case where consent of another Person is required, records (including, without limitation, the workpapers of the Company's outside accountantsonly on such terms and conditions as may be imposed by such other Person), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent Buyer to make such reasonable inspections thereof as it Buyer may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), request; (iii) cause its officers and advisors to furnish to the Parent its Buyer with such financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), the Purchased Assets as the Parent Buyer may from time to time reasonably request, ; and (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition furnish Buyer with a copy of equipment leased by the Company to its customerseach material report, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect schedule, or other document primarily relating to the Company's receivables as the Parent reasonably deems appropriatePurchased Assets filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such investigation shall will be conducted in such a manner as not to interfere unreasonably with the operation of the business of the CompanyPurchased Assets, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s Representatives while present on any of the Company shall Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and (CD) the Company Seller need not supply the Parent Buyer with any information which it Seller is under a contractual or other legal obligation not to supply; provided, and however, if Seller relies upon clauses (C) or (D) until such time as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the Parent and/or its affiliates are the beneficial owners of case may be, Seller will provide Buyer with a majority description of the outstanding Sharesinformation withheld and the basis for withholding such information and will otherwise use commercially reasonable efforts to obtain a waiver of such obligation and to the extent such waiver is not obtained, any take other commercially reasonable efforts to otherwise provide such activities by information or a summary thereof to Buyer. Notwithstanding anything in this Section 7.2 to the Parent contrary, prior to the purchase by Closing Date, Buyer shall not have the Purchaser of Shares pursuant right to the Offer shall be for the purposes of verifying the accuracy of representations and warranties perform or conduct any environmental investigation, sampling or testing at, in, on, or underneath any of the Company Purchased Assets, including, but not limited to, any visual inspections and site visits commonly included in the compliance by the Company with its covenants contained in this Agreementscope of “Phase 1” level environmental inspections.

Access to Information. (a) Between From the date hereof to the Closing Date or the earlier termination of this Agreement and the Effective TimeAgreement, the Company will and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during ordinary normal business hours and hours, upon reasonable advance notice, (i) give the Parent to its officers, employees, agents, properties and offices and the Parent's authorized representatives all access the Parent shall reasonably request to all officers, employees, agents, properties and offices of its booksSubsidiaries and to their books and records. In exercising its rights hereunder, records each party shall (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory cause each of its assets), (iiiRepresentatives to) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner itself so as not to interfere unreasonably with in the operation conduct of the business of the Companyother party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, (B) the Company parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to take disclose to the other party or any action agent or Representative thereof any information (i) if doing so could violate any Contract to which would constitute such party or any of its Affiliates is a waiver party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by the Company with such party or its covenants contained in this AgreementRepresentatives without waiving such privilege.

Access to Information. (ai) Between Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable access, during regular business hours, to the properties, books and records in its possession or control relating to the Company as Buyer may reasonably request; provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and Sellers and in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Company and Sellers provided to Buyer or its Affiliates or any of their respective advisers or employees pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion (A) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (B) jeopardize any attorney-client or other privilege or (C) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) Between to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of this Agreement and such information would in the Effective Time, good faith judgment of the Company will during ordinary business hours and upon reasonable advance noticebased on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the Parent fact that it is withholding such information or documents and thereafter the Parent's authorized representatives all access the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably request be expected to all of its books, records (including, without limitation, violate such restriction or waive the workpapers of the Company's outside accountants), contracts, commitments, plants, offices applicable privilege or protection and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assetsaccess), (iiic) cause its officers to provide access to or otherwise make available or furnish any information if and advisors to furnish to the Parent its financial and operating data and extent that the provision of such other existing information with respect to its businesswould reasonably be expected to, propertiesin the judgment of the Company based on advice of outside counsel, assets, liabilities and personnel violate any Applicable Law or (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), d) as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its customersSubsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and (v) permit shall provide the Parent's accountants Company with an opportunity to conduct participate in any such confirmation discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and testing procedures with respect applicable contractual restrictions, in addition to the Company's receivables as the Parent reasonably deems appropriate; providedforegoing, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation at least one business member of the business senior management team of the CompanyCompany will use reasonable best efforts to meet, (B) whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties operations of the Company and the compliance its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with its covenants contained in this the Confidentiality Agreement.

Access to Information. (a) Between The Company shall, and shall cause each of its Subsidiaries to, afford the date Representatives of this Agreement and the Effective Time, the Company will Parent reasonable access during ordinary normal business hours to its and upon reasonable advance noticeits Subsidiaries’ properties, (i) give the Parent books and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (includingincluding Tax records and information to the extent reasonably necessary to confirm disclosures in the Proxy Statement) and personnel, without limitationand shall furnish, the workpapers of and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, ’s and its personnelSubsidiaries’ business, representatives, accountants properties and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the personnel as Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (Aa) any such investigation access shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation business or operations of the business of the CompanyCompany and its Subsidiaries, (Bb) the Company shall not be required obligated to take any action which provide such access or information if the Company determines, in its reasonable judgment, that doing so would constitute violate applicable Law or a waiver Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (Cany such information, the “Restricted Information”) (provided that in such instances the Company shall inform Parent of the general nature of the access or information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such access or information in a manner that would not result in any of the outcomes described in the foregoing clause (b)) and (c) the Company need not supply the Parent with will be permitted to redact any information which or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it is under a legal obligation not or who are Representatives of Parent that are permitted to supplyhave access to such information in accordance with the terms of the Confidentiality Agreement, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase extent required by applicable Law or Contract to which the Purchaser Company or its respective Subsidiaries is a party. In conducting any inspection of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) unreasonably interfere with the compliance business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Subsidiaries. All information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company to permit the inspection of, or to disclose, any Acquisition Proposals (except as required by Section 6.3) or any information regarding or related to the deliberations of the Board of Directors of the Company with its covenants contained in respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company in connection therewith.

Access to Information. (a) Between After the date of this Agreement hereof until the Effective Time and subject to applicable Law and the Effective TimeConfidentiality Agreement, dated as of February 3, 2014, among Parent, Oceanbulk Shipping and Oceanbulk Carriers (the “Confidentiality Agreement”), the Company will during ordinary business hours Oceanbulk Holdcos and upon reasonable advance notice, Parent shall (i) give each other and their respective counsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, reasonable access to the Parent offices, properties, books and records of Parent, its Subsidiaries, Merger Subs and the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksOceanbulk Companies, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsas applicable; provided, however, that all any such access shall take place after appropriate prior consultation be conducted during normal business hours in a manner not to interfere with the officers businesses or operations of the CompanyOceanbulk 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) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its each other and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent Persons may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (viii) permit instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Parent's accountants , its Subsidiaries, Merger Subs, the Oceanbulk Holdcos and the Oceanbulk Companies, as applicable, to conduct such confirmation cooperate with Parent and testing procedures with respect the Oceanbulk Holdcos in the matters described in clauses (i) and (ii) above. Notwithstanding anything to the Company's receivables as the Parent contrary in this Agreement, no party shall be required to provide such access or disclose any information if doing so is reasonably deems appropriate; provided, however, that likely to (A) any such investigation shall be conducted result in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, work product doctrine or similar privilege or (CB) the Company need not supply the Parent with violate any information Contract to which it is under a legal obligation not party to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementwhich it is subject or applicable Law.

Access to Information. (a) Between From and after the date of this Agreement and Agreement, subject to the Effective Timerequirements of applicable Law, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's Merger Sub and their authorized representatives all Representatives reasonable access the Parent shall reasonably request (during regular business hours upon reasonable notice) to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitmentsemployees, plants, offices offices, warehouses and other facilities and propertiesto all books, contracts, commitments and records (including Tax returns) of the Company and its personnel, representatives, accountants Subsidiaries and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, (ii) permit the Parent and Merger Sub to make such inspections thereof as it they may reasonably request (includingrequire, without limitation, observing the Company's physical inventory of its assets), and (iii) cause its officers and advisors those of its Subsidiaries to furnish to the Parent its and Merger Sub with such financial and operating data and such other existing information with respect to its the business, properties, assets, liabilities properties and personnel (including, without limitation, title insurance reports, real property surveys of the Company and environmental reports, if any), its Subsidiaries as the Parent or Merger Sub may from time to time reasonably request; provided, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by that nothing herein shall obligate the Company to incur costs and time to produce such information outside of the ordinary course of its customersbusiness; provided, and (v) further, that nothing in this Agreement shall require the Company or any of its Subsidiaries to permit any inspection or disclose any information to Parent that would cause a violation of any Allowed Contract, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries, would constitute a violation of applicable Laws, that is competitively sensitive information or to permit the Parent's accountants other party or any of its Representatives to conduct such confirmation and testing procedures perform any onsite procedure with respect to the Company's receivables as the Parent reasonably deems appropriateany of its or its Subsidiaries’ properties; provided, howeverfurther, that (A) the Company shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement or Law. Parent hereby agrees that it shall treat any such investigation shall be conducted information in such a manner as not to interfere unreasonably accordance with the operation Confidentiality Agreement. Notwithstanding any provision of this Agreement to the business of the Companycontrary, (B) the Company shall not be required obligated to take grant any action which access or make any disclosure in violation of applicable Laws or regulations or if it would constitute a waiver unreasonably interfere with the conduct of the attorney-client privilege, (C) the Company need not supply the Parent with Company’s business. The Confidentiality Agreement shall survive any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners termination of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. (a) Between From the date of this Agreement and hereof until the Effective TimeClosing Date, upon reasonable notice, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and propertiesshall, and its personnelshall cause each Subsidiary (and to the extent it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and agents; providedcounsel, howeverto (i) afford the Purchaser and its authorized representatives reasonable access to the offices, that all such access shall take place after appropriate prior consultation with the officers properties, books and records and key employees of the Company, each Subsidiary and any Joint Venture and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to those officers, employees, and authorized agents and representatives of the Parent its Purchaser who reasonably have a need to know such additional financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel regarding the Business (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), or copies thereof) as the Parent Purchaser may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the business Business. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for (i) access to offices, properties or books or records of the Company, any Subsidiary or any Joint Venture or (Bii) additional financial and operating data or other information regarding the Company Business shall be directed solely to the Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or counsel of the Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to take disclose any action which would constitute a waiver of information to the Purchaser if such disclosure would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilegeor other legal privilege or (iii) contravene any applicable Laws, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or binding agreement entered into prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementdate hereof.

Access to Information. (a) Between From and after the date Original Agreement Date until the earlier of the Closing Date or the termination of this Agreement and the Effective Timein accordance with its terms, the Company will during ordinary business hours and upon reasonable advance notice, (i) give and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall provide to Parent and the Parent's its authorized representatives all reasonable access the Parent shall reasonably request to all of its books, books and records (including, without limitation, the workpapers of the Company's outside accountants)Group Companies and all officers, contractsdirectors, commitments, plants, offices employees and other facilities and propertiespersonnel of the Group Companies, and its personnelin each case, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation during normal business hours (in a manner so as to not interfere with the officers normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the Company, waiting period under the HSR Act (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assetsor any other Antitrust Law), (iiia) cause its officers the Company shall permit a limited number of authorized representatives of Parent to attend any and advisors 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 furnish receive all written materials and communications related to such meetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, provided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the Group Companies shall be entitled to redact or withhold any such materials or communications, to the Parent its financial and operating data and extent that the representative(s)’ participation in the portion of such other existing information with respect meeting, or the provision of such materials or communications to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if anythe representative(s), as the Parent may from time would be reasonably likely to time reasonably request(x) jeopardize any attorney-client or other legal privilege, (ivy) take such actions as contravene any applicable Laws or (z) breach any confidentiality obligations of the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, Group Companies under contracts with third parties and (vb) permit the Parent's accountants to conduct such confirmation and testing procedures with respect solely to the Company's receivables as extent permitted by applicable Law, Parent and its authorized representatives shall be permitted to offer advice and guidance to the Parent reasonably deems appropriate; providedGroup Companies on their business operations, howeverwhich the Group Companies shall consider in their respective sole discretion, that (A) provided that, for the avoidance 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 operation terms of the business Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the Companycontrary in this Agreement, (B) the Company shall not be required to take disclose any action which information to Parent (including pursuant to Section 6.1) if such disclosure would constitute a waiver of the be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, (Cy) contravene any applicable Laws or (z) breach any confidentiality obligations of the Group Companies under contracts with third parties; provided, however, that the Company need shall notify Parent in writing with a general description of each item not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares disclosed pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementclause.

Access to Information. (a) Between The Company shall, and shall cause its Subsidiaries, on the date of this Agreement one hand, and Parent shall, and shall cause its Subsidiaries, on the Effective Timeother hand, to afford to the Company will other Party and to its respective Representatives, reasonable access, during ordinary normal business hours and upon reasonable advance noticesubject to bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with Parent’s and its Subsidiaries’ business’s or the SpinCo Business’s (ias applicable) give normal operations, the properties, books and records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the Parent's authorized representatives all access Company and its Subsidiaries (including the Parent shall reasonably request SpinCo Entities) that are related to all of its books, records the SpinCo Business (including, without limitation, the workpapers of the Company's outside accountantsas applicable), contracts, commitments, plants, offices and other facilities and properties, shall furnish such Party and its personnel, representatives, accountants and agents; provided, however, that all Representatives with such access shall take place after appropriate prior consultation with the officers of the Company, accounting (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assetsincluding accountants’ work papers), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to concerning the affairs of Parent and its business, properties, assets, liabilities and personnel Subsidiaries or the SpinCo Business or the SpinCo Entities (including, without limitation, title insurance reports, real property surveys and environmental reports, if anyas applicable), in each case, as such Party and its Representatives may reasonably request for the purposes of furthering the Transactions or for purposes of preparing for the operation of Parent may from time to time reasonably request, (iv) take such actions as and the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateSurviving Corporation post-Closing; provided, however, that (Ax) any such investigation shall only be conducted upon reasonable notice and at the sole cost and expense of the investigating Party; and (y) nothing in such a manner as not this Agreement shall require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere unreasonably with the operation conduct of such Party’s business or result in damage to property (other than immaterial damage), except with such other Party’s prior written consent (which may be withheld or denied at its sole discretion), (ii) would cause a violation of any Law, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to such information, or (iii) would jeopardize the business attorney-client privilege or other disclosure privilege or protection to such Party; provided, that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of sharing such information by each Party). Notwithstanding anything in this Section 7.8 to the contrary, (but without limiting the Company’s obligations under this Agreement, (B) including Section 7.4), the Company and SpinCo shall not be required to take provide access to, or make any action which would constitute a waiver of the attorney-client privilegedisclosure with respect to, (C) the Company need not supply the Parent with any information which it is under a legal obligation not of or relating to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding SharesCompany, any such activities by the Parent prior of its Affiliates or any of their respective businesses, other than information relating to the purchase by SpinCo Business, the Purchaser of Shares pursuant SpinCo Entities, the SpinCo Assets or the SpinCo Liabilities. All requests for such access to the Offer any Party shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with made to such Party or its covenants contained in this Agreementdesignated Representative.

Access to Information. (a) Between Except as prohibited by applicable Law, during the period from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and in all cases subject to the Effective TimeConfidentiality Agreement, the Company will during ordinary business hours and upon reasonable advance notice, shall (i) give the Parent to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and the Parent's other authorized representatives all reasonable access during normal business hours to the Parent shall reasonably request to all of its offices, properties, facilities, assets, books, records (includingrecords, without limitation, the workpapers Service Providers and agents of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants and agents; provided, however, Subsidiaries in a manner that all such access shall take place after appropriate prior consultation with the officers of the Companydoes not unreasonably interfere in any material respect, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and other authorized representatives such financial and operating data and other information (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request and (iii) instruct the Service Providers, counsel, financial advisors, accountants, consultants, agents and other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition authorized representatives of equipment leased by the Company and its Subsidiaries to cooperate with Parent in its customers, non-invasive investigation of the Company and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateits Subsidiaries; provided, however, that (A) any such access shall be afforded and any such information shall be furnished at Parent’s expense; and provided, further that the parties hereto shall act in good faith in all respects in the performance of the obligations under this Section 5.02(a). Information obtained by the Parent or Merger Sub pursuant to this Section 5.02(a) will constitute confidential information under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company, (B) the Company shall not be required to take and its Subsidiaries. No information or knowledge obtained in any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares investigation pursuant to the Offer this Section 5.02 shall affect or be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance deemed to modify any representation or warranty made by the Company with its covenants contained in this Agreementhereunder.

Access to Information. (a) Between From the date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Seller and the Parent shall, and shall cause each of the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Seller, the Parent and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other information regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the actions contemplated in Section 7.01 of this Agreement and with the Effective TimeAcquiror’s preparation to integrate the Company, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent Transferred Subsidiaries and the Parent's authorized representatives all access Business and their personnel into the Parent shall Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsrequested in connection therewith; provided, however, that all nothing herein shall require either the Seller, the Parent, the Company or any of the Transferred Subsidiaries, or any such access Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Seller, the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall take place after appropriate prior consultation have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the officers businesses or operations of the Seller, the Parent, the Company, (ii) permit the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Seller, the Parent, the Company or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall cause the Company and the Transferred Subsidiaries, to make promptly provide any consent requested by their respective independent accountants in connection with such inspections thereof as it may access. If so reasonably request (includingrequested by the Seller or the Parent, without limitationthe Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, observing the Company's physical inventory of its assets)Parent, (iii) cause its officers the Company and advisors to furnish to the Parent its financial and operating data and such other existing information Transferred Subsidiaries with respect to its businessany information to be provided to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably requestand their respective Affiliates, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence in cash, promptly for any reasonable and condition of equipment leased necessary third party out-of-pocket expenses incurred by the Company to Seller and its customersAffiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the Seller, the Parent, and (v) permit the Parent's accountants to conduct such confirmation their respective Affiliates from and testing procedures with respect against any Losses that may be incurred by any of them arising out of or related to the Company's receivables as the Parent reasonably deems appropriate; providedAcquiror’s use, however, that storage or handling of (A) any such investigation shall be conducted in such a manner as not personally identifiable information relating to interfere unreasonably with the operation Employees, Brokers, policyholders or customers of the business Company or any of the Company, Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Company shall not be required to take Acquiror or any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it its Affiliates or Representatives is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares afforded access pursuant to the Offer shall be for terms of this Agreement, solely to the purposes of verifying extent any such Losses are the accuracy of representations and warranties result of the Company and the compliance by the Company with its covenants contained in this AgreementAcquiror’s actions or omissions.

Access to Information. (a) Between From and after the date of this Agreement and until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's Purchaser and their authorized representatives all Representatives reasonable access the Parent shall reasonably request (during regular business hours upon reasonable notice) to all of its bookssuch employees, records (includingoffices, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and propertiesto such books, contracts, commitments and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers records (including Tax Returns) of the Company as Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (ii) permit the Parent and Purchaser to make such inspections thereof as it they may reasonably request (including, without limitation, observing the Company's physical inventory of its assets)require, (iii) cause its officers furnish Parent and advisors to furnish to the Parent its Purchaser with such financial and operating data and such other existing information with respect to its the business, properties, assets, liabilities properties and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), of the Company as the Parent or Purchaser may from time to time reasonably request, request and (iv) take such actions as the furnish promptly to Parent reasonably deems appropriate to verify the existence and condition Purchaser a copy of equipment leased each report, schedule and other document filed or received by the Company to its customers, and (v) permit the Parent's accountants to conduct during such confirmation and testing procedures with respect period pursuant to the Company's receivables as requirements of the Parent reasonably deems appropriate; 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) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Companycontravenes applicable Law, (B) the Company shall not be required to take any action which would constitute causes a waiver of the an attorney-client privilegeprivilege or other privilege or loss of attorney work product protection, (C) the Company need not supply the Parent with violates a confidentiality obligation to any information which it is under a legal obligation not to supply, and Person or (D) interferes unreasonably with the business and operations of the Company. Notwithstanding the foregoing, 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 time as the Parent and/or its affiliates are the beneficial owners Laws, agreements or duty and information shall be disclosed subject to execution of a majority of the outstanding Sharesjoint defense agreement in customary form, any such activities by the Parent prior and disclosure may be limited to external counsel for Parent, to the purchase extent that the Company determines is reasonably required for the purpose of complying with the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the FTC Act or any Foreign Antitrust Law. No information or knowledge obtained by the Purchaser of Shares Parent in any investigation pursuant to the Offer this Section 5.03(a) shall affect or be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance deemed to modify any representation or warranty made by the Company with its covenants contained in this Agreementhereunder.

Access to Information. (a) Between Subject to the date confidentiality provisions of this Agreement and Section 7.4, during the Effective TimeInterim Period, the Company will shall, and shall instruct each Company Subsidiary and each of its and their respective Representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable times during ordinary normal business hours and hours, upon reasonable advance prior notice, (ix) give to the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksofficers, records (includingemployees, without limitationagents, the workpapers of the Company's outside accountants), contracts, commitments, plantsproperties, offices and other facilities and propertiesof the Company or such Company Subsidiary, and (y) to the books and records thereof (which access, for the avoidance of doubt, shall include the ability of Parent and Merger Sub to conduct reasonable transition and integration planning activities), (ii) use commercially reasonable efforts to arrange meetings for Parent, Merger Sub and any Parent Representative with the Company’s and its personnel, representatives, accountants Subsidiaries’ customers and agentssuppliers with a Company Representative present or participating; provided, however, that all such access the foregoing shall take place after appropriate prior consultation not limit Parent’s or Merger Sub’s ability to conduct meetings or other communications with the officers Company’s and its Subsidiaries’ customers and suppliers to the extent such meetings or other communications are conducted in the ordinary course of the CompanyParent’s or Merger Sub’s respective businesses, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), and (iii) furnish or cause its officers and advisors to furnish to be furnished such information concerning the Parent its financial and operating data and such other existing information with respect to its business, properties, Contracts, assets, liabilities liabilities, personnel and personnel (includingother aspects of the Company and the Company Subsidiaries as Parent, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Merger Sub or any Parent Representative may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with until the operation of the business of the CompanyEffective Time, (B) the Company shall not be required to take (x) furnish, or provide any action access to, any information to any Person not a party to, or otherwise covered by, the NDA or any similar agreement with respect to such information or (y) provide access to or furnish any information (I) that is a trade secret, (II) that the Company reasonably believes constitutes commercially sensitive information for which adequate assurance of permitted uses has not been obtained or (III) if doing so would unduly disrupt Company operations, violate any applicable Law or Company Contract, or where such access to information would constitute a the waiver of the an attorney-client privilege, (C) privilege so long as the Company need has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not supply compromise the Company’s or any Company Subsidiary’s privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be extent required for the purposes purpose of verifying the accuracy of representations and warranties of the Company and the compliance by the Company complying with its covenants contained in this Agreementapplicable Laws, including Antitrust Laws.

Access to Information. (a) Between From the date of this Agreement and until the Effective Time, upon reasonable advanced notice and during normal business hours, the Company will during ordinary business hours shall and upon reasonable advance notice, shall cause each other Acquired Company to (i) give the Parent and its Representatives reasonable access to the Parent's authorized representatives all access offices, properties, books and records of the Acquired Companies, (ii) furnish to Parent shall and its Representatives such financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request to all of its booksand (iii) instruct the employees, records (including, without limitation, the workpapers counsel and financial advisors of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and Acquired Companies to cooperate with Parent in its personnel, representatives, accountants and agentsinvestigation of the Acquired Companies; provided, however, that all such the Company may restrict or otherwise prohibit access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish any documents or information to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel extent that (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iva) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by 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, in the Company’s 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 applicable to such documents or information or (c) access to a Contract to which the Company or any of its customersSubsidiaries 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. In the event that any of the Company or its Subsidiaries does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. The terms and (v) permit conditions of the Parent's Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants to conduct such confirmation and testing procedures other agents and representatives in connection with respect any investigation conducted pursuant to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such access contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Acquired Companies and any access to the property of any Acquired Company must comply with Company’s reasonable security and insurance requirements, (B) may not unreasonably interfere with any Acquired Company’s use of the property. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Acquired Companies relating to individual performance or evaluation records, medical histories or other information which in the Company’s good-faith opinion is sensitive or the disclosure of which could subject the Company shall not be required to take any action which would constitute a waiver risk of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementliability.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) Between to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of this Agreement and such information would in the Effective Time, good faith judgment of the Company will during ordinary business hours and upon reasonable advance noticebased on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the Parent fact that it is withholding such information or documents and thereafter the Parent's authorized representatives all access the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably request be expected to all of its books, records (including, without limitation, violate such restriction or waive the workpapers of the Company's outside accountants), contracts, commitments, plants, offices applicable privilege or protection and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assetsaccess), (iiic) cause its officers to provide access to or otherwise make available or furnish any information if and advisors to furnish to the Parent its financial and operating data and extent that the provision of such other existing information with respect to its businesswould reasonably be expected to, propertiesin the judgment of the Company based on advice of outside counsel, assets, liabilities and personnel violate any Applicable Law or (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), d) as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased determined by the Company to its customersin consultation with Parent in good faith, jeopardize the health and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) safety of any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and the compliance by Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its covenants contained Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. (a) Between From the date of this Agreement and until the Effective TimeClosing, upon reasonable notice, the Company will during ordinary business hours and upon reasonable advance notice, shall (i) give the afford Parent and TopCo Parent and their authorized Representatives reasonable access to the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksoffices, properties and books and records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants Subsidiaries and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the authorized Representatives of Parent and TopCo Parent such additional available information regarding the Company and its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel Subsidiaries (including, without limitation, title insurance reports, real property surveys and environmental reports, if anyor copies thereof), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, provided that (Ax) any such investigation access or furnishing of information shall be conducted during normal business hours in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the business Company and its Subsidiaries and (y) neither TopCo Parent nor Parent shall, and shall cause their respective Representatives not to, contact any of the customers, distributors or suppliers of any Company Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of Parent or TopCo Parent, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of the Company. Notwithstanding anything to the contrary in this Agreement, (B) the Company shall not be required to take provide any action which would constitute access or disclose any information to Parent and TopCo Parent or their respective Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of the of, any attorney-client privilege, or other legal privilege or (CB) contravene any Applicable Law or fiduciary duty; provided that the Company need not supply shall give notice to Parent of the Parent with any information which fact that it is under withholding such access or information pursuant to clauses (A) or (B) of this Section 7.02 and thereafter Parent and the Company shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a legal obligation manner that would not reasonably be expected to supply, and (D) until jeopardize such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any privilege or contravene such activities by the Parent prior Applicable Law or fiduciary duty. Notwithstanding anything to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained contrary in this Agreement, neither Parent, TopCo Parent nor any of their respective Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of the Company, which consent may not be unreasonably withheld.

Access to Information. (a) Between From the date of this Agreement hereof until the Effective Time and subject to Applicable Law and the Effective TimeConfidentiality Agreement, the Company will during ordinary business hours and upon reasonable advance notice, shall (i) give the Parent to Parent, its counsel, financial advisors, auditors and the Parent's other authorized representatives all reasonable access (during regular business hours upon reasonable notice) to the Parent shall reasonably request to all of its booksoffices, properties, books and records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanySubsidiaries, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent Parent, its counsel, financial advisors, auditors and other 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 existing information authorized representatives to cooperate with respect to Parent in its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition investigation of equipment leased by the Company and its Subsidiaries. Any investigation pursuant to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation this Section shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the CompanyCompany and its Subsidiaries. No information or 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 the foregoing, (B) the Company shall not be required to take (A) furnish, or provide any action which access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would constitute a violate any Contract, or where such access to information would involve the waiver or loss of the an attorney-client privilege, (C) or work product privilege so long as the Company need has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not supply violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the Parent extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information which it is under a legal obligation not disclosed pursuant to supplythis Section 6.04, Parent and Merger Subsidiary shall comply with, and (D) until such time as shall instruct their respective Representatives to comply with, all of their respective obligations under the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, Confidentiality Agreement or any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of similar agreement entered into between the Company and the compliance by any Person to whom the Company or any of is Representative provides information pursuant to this Section 6.04, and all information disclosed to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 6.04 shall be subject to the terms of the Confidentiality Agreement. The confidentiality obligations set forth in the Confidentiality Agreement shall continue in full force and effect in accordance with its covenants contained in this Agreementterms until the earlier of the Effective Time or the expiration of the Confidentiality Agreement according to its terms.

Access to Information. (a) Between From the date of this Agreement and hereof until the Effective TimeClosing, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and propertiesBSC shall, and shall cause its personnelofficers, directors, employees, agents, representatives, accountants and agents; providedcounsel to, however(i) afford the Purchaser and its officers, that all such employees and authorized agents and representatives reasonable access shall take place after appropriate prior consultation with to the officers offices, properties and books and records of BSC and the Company, Sellers (to the extent relating to the Business) and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel regarding the Business (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), or copies thereof) as the Parent Purchaser may from time to time reasonably requestrequest (including, (iv) take such actions as subject to the Parent reasonably deems appropriate to verify the existence and condition rights of equipment leased by the Company to its customersany landlord, and (v) permit the Parent's accountants access to conduct an environmental site assessment of any Transferred Site, provided that such confirmation and assessment shall not include any sampling or testing procedures with respect of any soil, groundwater, air or other environmental media, or building material, without the express written consent of BSC, such consent to be withheld at the Company's receivables as the Parent reasonably deems appropriatesole discretion of BSC); provided, however, provided that (A) any such investigation access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of BSC’s personnel and in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the business of Business. Notwithstanding anything to the Companycontrary in this Agreement, (B) the Company BSC shall not be required to take disclose any action which information to the Purchaser if such disclosure would constitute a waiver be reasonably likely to, (i) jeopardize any attorney-client or other legal privilege (provided that BSC shall, and shall cause the Sellers to, use commercially reasonable efforts to put in place an arrangement to permit such disclosure without loss of the attorney-client privilege) or (ii) contravene any applicable Laws, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or binding agreement entered into prior to the purchase by date hereof (provided that BSC shall, and shall cause the Purchaser of Shares pursuant Sellers to, use commercially reasonable efforts to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained put in this Agreementplace an arrangement to permit such disclosure without violating such Law, duty or agreement).

Access to Information. (a) Between From the date hereof until the Closing Date or, if earlier, termination of this Agreement and the Effective TimeAgreement, the Company Sellers will during ordinary business hours and upon reasonable advance notice, (i) give give, and will cause the Parent Company and the Parent's authorized representatives all access the Parent shall reasonably request to all each of its booksSubsidiaries to give, Buyer and its Representatives such reasonable access, at reasonable times and during normal business hours, to the senior management, offices, properties, books and records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnelSubsidiaries, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it Buyer may reasonably request from time to time; and (includingi) furnish, without limitation, observing and cause the Company's physical inventory Company and each of its assets)Subsidiaries to furnish, (iii) cause to Buyer and its officers and advisors to furnish to the Parent its Representatives such financial and operating data and such other existing information with respect relating to the Company and its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any)Subsidiaries, as the Parent Buyer may reasonably request from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriatetime; provided, however, provided that (A) any such investigation actions to be performed by Sellers, the Company or any of its Subsidiaries at the request of Buyer pursuant to this Section 5.03(a) shall be conducted performed only following reasonable prior written notice from Buyer to Sellers, in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties operations of the Company and its Subsidiaries, and so as not to unduly burden the compliance management team or resources of the Company and its Subsidiaries (it being agreed that the terms of such access shall be based on reasonable access procedures specified by Sellers or, as applicable, customers or suppliers (after taking into account any proposals made by Buyer in such regard)); and (B) all out-of-pocket costs incurred by the Company and its Subsidiaries in connection with such actions shall be at the expense of Buyer; provided, further, that, without the prior written consent of Sellers, Buyer and its Representatives shall not be entitled to any such access, information or documents the disclosure of which is restricted by any Law or Order applicable to any Seller, the Company or any of its Subsidiaries. Notwithstanding anything to the contrary set forth herein, Buyer is not authorized to and shall not (and shall cause its Affiliates and its and their respective Representatives not to) (s) contact any customer, supplier, or other material business relation of the Company or any of its Subsidiaries in connection with the Contemplated Transactions; and (y) perform invasive or subsurface investigations of the Premises, in each case, prior to the Closing without the prior written consent of Sellers, which may be withheld for any reason or no reason. Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to it, its Affiliates or its or any of their respective Representatives pursuant to this Section 5.03(a). In connection with the access rights granted by this Section 5.03(a), Buyer covenants contained in this Agreementand agrees, for itself and on behalf of its Affiliates, that, prior to Closing, it and they will not enter into any agreements with any officers, directors or employees of the Company or any of its Subsidiaries without Sellers’ prior written consent.

Access to Information. (a) Between From the date of this Agreement and until the Effective TimeClosing, the Company will during ordinary business hours and upon reasonable advance notice, TDCC shall use its reasonable best efforts to (i) give the afford Parent and its authorized Representatives reasonable access to the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksoffices, properties and books and records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices Business; and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the authorized Representatives of Parent its financial and operating data and such other existing additional available information with respect to its business, properties, assets, liabilities and personnel regarding the Business (including, without limitation, title insurance reports, real property surveys and environmental reports, if anyor copies thereof), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (Ax) any such investigation access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of the business Business; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by TDCC in writing; and (z) Parent shall not, and shall cause its Representatives not to, contact any of the Companyemployees, (B) customers, distributors or suppliers of any Dow Entity in connection with the Company transactions contemplated by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of TDCC. Notwithstanding anything to the contrary in this Agreement, TDCC shall not be required to take provide any action which would constitute access or disclose any information to Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of the of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the Company need not supply the loss of protection of any proprietary information or Trade Secrets of any Dow Entity. When accessing any of Dow’s properties, Parent with any information which it is under a legal obligation not to supplyshall, and (D) until such time as shall cause its Representatives to, comply with all of Dow’s safety and security requirements for the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior applicable property. Notwithstanding anything to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained contrary in this Agreement, (I) in no event shall Dow be required to provide any information relating to any Excluded Assets or any Excluded Liabilities; and (II) neither Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of TDCC, which consent may be withheld in the sole discretion of TDCC.

Access to Information. (a) Between From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and subject to Applicable Law, Data Privacy and Security Requirements, the terms of the Confidentiality Agreement, dated as of October 2, 2023, between the Company and Parent, as amended on the date hereof (the “Confidentiality Agreement”), the terms of the Clean Team Confidentiality Agreement, dated as of December 11, 2023, between the Company and Parent (the “Clean Team Agreement”), the Common Interest Agreement, dated as of December 21, 2023, between the Company and Parent (the “Common Interest Agreement”), and the Effective TimeData Transfer Agreement, dated as of December 20, 2023, between the Company will during ordinary business hours and Parent (the “Data Transfer Agreement”), upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customersshall, at Parent’s sole cost and expense (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables ’s reasonable, documented, out-of-pocket costs and expenses incurred in connection herewith): (a) give Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours of the Company to the offices, properties, books and records of the Company and its Subsidiaries; (b) furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data, personnel records, human resources data and other information as Parent may reasonably request; and (c) cause the employees, and direct counsel, financial advisors, auditors and other authorized Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent reasonably deems appropriate; provided, however, that (A) any such in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.02 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company and its Subsidiaries, shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or inspection. No investigation pursuant to this Section 6.02 shall cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. Notwithstanding the foregoing provisions of this Section 6.02, and without limiting Section 6.03, nothing in this Section 6.02 shall require the Company to grant access to, or to disclose or make available, any documents or information to Parent or any other Person if such access or disclosure would (w) relate to an Acquisition Proposal, an Adverse Recommendation Change, a Superior Proposal or an Intervening Event (except to the extent required pursuant to Section 6.03), (Bx) the Company shall not be required to take jeopardize any action which would constitute a waiver of the attorney-client privilege, work-product doctrine or other applicable legal privilege (C) so long as the Company need has reasonably cooperated with Parent to permit access to or disclosure of such information on a basis that does not supply waive such privilege or protection with respect thereto), (y) contravene or result in a violation, default or breach of any Applicable Law or (z) such access or disclosure would result in the Parent with disclosure of any information which it is under trade secret to a legal obligation not third party. Information disclosed pursuant to supplythis Section 6.02 may be disclosed subject to execution of a joint defense agreement in customary form, and (D) until such time as the disclosure may be limited to external counsel for Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by extent the Purchaser Company determines doing so may be reasonably required for the purpose of Shares complying with Applicable Law. With respect to the information disclosed pursuant to this Section 6.02, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Offer shall be for Confidentiality Agreement, the purposes of verifying Clean Team Agreement, the accuracy of representations and warranties of the Company Common Interest Agreement and the compliance by the Company with its covenants contained in this Data Transfer Agreement.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) Between all properties, books, contracts, commitments, records and auditors of the date Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the Effective Time, the Company will during ordinary business hours transactions contemplated hereby and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the normal operation of the business of the CompanyCompany or WW. Parent shall afford Stockholder, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supplyand WW, and (D) until such time as their respective accountants, counsel and other representatives, access during normal business hours during the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent period prior to the purchase by Effective Time to the Purchaser senior executive management team of Shares Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent'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 normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Offer shall be for Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the purposes of verifying the accuracy of representations and warranties of Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the compliance by the Company provisions of such Confidentiality Agreement with its covenants respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained in this Agreementherein.

Access to Information. (a) Between From the date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), Parent shall, and shall cause each of this Agreement the Sellers, the Companies and the Effective Time, the Company will during ordinary business hours Transferred Subsidiaries and upon reasonable advance noticeany such Person’s respective Representatives to, (i) give afford the Parent Acquiror and the Parent's authorized representatives all access Representatives of the Parent shall reasonably request Acquiror timely and reasonable access, during normal business hours, to all of its the offices, properties, books, data, files, information, records (including, without limitationand employees of the Parent, the workpapers Sellers and their respective Affiliates in respect of the Company's outside accountants)Companies, contracts, commitments, plants, offices the Transferred Subsidiaries and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanyBusiness, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its Representatives of the Acquiror such additional financial data, investment activity reports and operating data other information regarding the Companies, the Transferred Subsidiaries and such other existing information with respect to its business, properties, assets, liabilities the Business and their personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent Acquiror or its Representatives may from time to time reasonably request, and (iviii) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customerscooperate with, and (v) permit assist, the Parent's accountants Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to conduct such confirmation integrate the Companies, the Transferred Subsidiaries and testing procedures with respect the Business and their personnel into the Acquiror’s organization following the Closing to the Company's receivables as the Parent extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably deems appropriaterequested in connection therewith; provided, however, that nothing herein shall require the Parent, any of the Sellers, any of the Companies or any of the Transferred Subsidiaries, or any of such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Seller, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Sellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Sellers, the Companies or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause the Sellers, the Companies and the Transferred Subsidiaries to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 5.02(a) shall be subject to the Confidentiality Agreement. The Acquiror shall reimburse the Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any such investigation shall be conducted in such a manner as not personally identifiable information relating to interfere unreasonably with the operation Employees, Brokers, policyholders or customers of any of the business Companies or any of the Company, Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Company shall not be required to take Acquiror or any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it its Affiliates or Representatives is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares afforded access pursuant to the Offer shall be for terms of this Agreement, solely to the purposes of verifying extent any such Losses are the accuracy of representations and warranties result of the Company Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and shall cause each of the Sellers, the Companies and the compliance Transferred Subsidiaries to, deliver to the Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of Business by or on behalf of the Company with its covenants contained in this AgreementCompanies or the Transferred Subsidiaries promptly following the preparation of such reports or financial statements.

Access to Information. (a) Between From and after the date hereof until the Closing and subject to applicable Law, Advisor Parent shall, and shall direct each of this Agreement its Affiliates, Subsidiaries and the Effective TimeRepresentatives to, the Company will afford to GNL, RTL and their respective Representatives access, during ordinary normal business hours and hours, upon reasonable advance notice, (i) give the Parent prior written notice and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all in such access shall take place after appropriate prior consultation manner as will not unreasonably interfere with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the CompanyAdvisor Parties, to all properties, books and records of the Target Companies, and all other information with respect to the business of the Target Companies or the Business Assets, together with the opportunity to make copies (Bat GNL’s expense) of such books, records and other documents and to discuss the Company business of the Target Companies or the Business Assets with such members of management, officers, directors, counsel, accountants and other Representatives for the Advisor Parties as GNL, RTL and their respective Representatives may reasonably request in writing, and the Advisor Parties shall use their commercially reasonable efforts to direct such members of management, officers, directors, counsel, accountants and other Representatives to reasonably cooperate with GNL, RTL and their respective Representatives in connection therewith. Notwithstanding the foregoing provisions of this Section 5.9, the Advisor Parties shall not be required to, or to take cause any action which of their Affiliates or Subsidiaries to, grant access or furnish information to GNL, RTL or their respective Representatives to the extent that (i) such access would constitute jeopardize attorney/client or attorney work product privilege, taking into account whether GNL and/or RTL is willing to enter into a customary joint defense agreement or similar arrangement or (ii) such access or the furnishing of such information is prohibited by applicable Law. In the event the Advisor Parties do not provide access or information pursuant to clauses (i) or (ii) of the preceding sentence, Advisor Parent will provide notice to GNL and RTL that such information is being withheld, and Advisor Parent will cause such entity to use its commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that will not violate the applicable privilege or applicable Law and, if applicable, seek a waiver of the attorneyany applicable third-client privilege, (C) the Company need not supply the Parent with any party restrictions. All information which it is under a legal obligation not provided pursuant to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior this Agreement shall remain subject in all respects to the purchase letter agreement, dated April 2, 2023, by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company among GNL, RTL and the compliance by the Company with its covenants contained in this AgreementAdvisor Parent.

Access to Information. (a) Between Subject to applicable Laws, from the date of this Agreement until the Closing, Seller will, and the Effective Timewill cause its Subsidiaries to, the Company will during ordinary business hours give Buyer and upon its Representatives reasonable advance notice, access to (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksthe Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, records (including, without limitationReal Property, the workpapers of the Company's outside accountants), contracts, commitments, plantsTransferred FH Books and Records and to such personnel, offices and other facilities and properties, properties of the Transferred FH Companies and its personnel, representatives, accountants their Closing Subsidiaries and agentsto furnish such other information in respect of the operation of the FH Business as Buyer may reasonably request; provided, howeverthat all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Vice President, Investor Relations, Colfax Corporation, or such person or persons as he/she shall designate; provided, further, that all any such access shall take place after appropriate prior consultation with the officers of the Companybe conducted at a reasonable time, (ii) permit the Parent upon reasonable advance notice to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customersSeller, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of any business conducted by any Transferred FH Company or its Closing Subsidiaries; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of any kind. All such information and access shall be subject to the business terms and conditions of the Companyconfidentiality agreement dated May 8, 2017 between Buyer and Seller (B) the Company “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries shall not be required to take provide any action which would constitute such information (i) as and to the extent it relates to the Excluded Businesses, the Excluded Assets or the Retained Liabilities, (ii) if the Seller or any of its Subsidiaries believes in good faith that doing so presents a waiver significant risk, based on advice of outside counsel of resulting in a loss of the attorney-client privilegeability to successfully assert a claim of Privilege or (iii) if Seller or any of its Subsidiaries, (C) on the Company need not supply the Parent with any information which it is under a legal obligation not to supplyone hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (Dother than a litigation with respect to this Agreement) until and such time as information is reasonably pertinent thereto; provided, further, that, in the Parent and/or its affiliates are case of clause (ii) above, the beneficial owners parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a majority loss of the outstanding Shares, any such activities by the Parent prior ability to the purchase by the Purchaser successfully assert a claim of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementPrivilege.

Access to Information. (a) Between Upon reasonable notice and subject to applicable laws relating to the date exchange of this Agreement information, each party shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its properties, books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plantsrecords, offices officers, employees, accountants, counsel and other facilities and propertiesrepresentatives and, during such period, it shall, and shall cause its personnelSubsid- iaries to, representativesmake available to the other party all information concerning its business, accountants properties and agentspersonnel as the other party may reasonably request; provided, that nothing herein shall require Newcourt or any of the Newcourt Subsidiaries to disclose any information to CIT that would cause significant competitive harm to Newcourt or its affiliates if the transactions contemplated by this Agreement are not consummated (the "Restricted Information"); provided further, however, that all each of the individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall be permitted access to the Restricted Information of Newcourt if, but only if, such individual has executed and delivered to Newcourt an agreement (a) to be bound by the Confidentiality Agreement and (b) not to disclose to any other person the Restricted Information. CIT shall cause each such individual to comply strictly with the terms of such agreement to which such individual is a party and CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access shall take place after appropriate prior consultation with or disclosure would violate the officers rights of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) jeopardize any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilegeprivilege or contravene any law, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supplyrule, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Sharesregulation, any such activities by the Parent order, judgment, decree, fiduciary duty or binding agreement entered into prior to the purchase by the Purchaser date of Shares this Agreement. The parties hereto will use their reasonable best efforts to (x) mitigate any restrictions pursuant to the Offer shall preceding sentence and (y) make appropriate substitute disclosure arrangements under circumstances in which such restrictions cannot be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementso mitigated.

Access to Information. (a) Between From the date of this Agreement and hereof until the Effective Time, and subject to Applicable Law, upon reasonable notice during normal business hours, the Company will during ordinary business hours shall (and upon shall cause its Subsidiaries to) use commercially reasonable advance notice, efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, give the Parent and the Parent's authorized , its officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives all (“Representatives”) reasonable access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, ’s Representatives and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its businessoffices, properties, assets, liabilities books, records, work papers and personnel other documents (including existing financial and operating data) related to the Company and its Subsidiaries and (ii) furnish to Parent and its Representatives such existing information as such Persons may reasonably request within a reasonable time of such request, including, without limitationat Parent’s expense, title insurance reportscopies of such existing information; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure (x) would, in each case, upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or violate any Applicable Law or Contract, or (y) relates to any Acquisition Proposal (unless such information is required to be disclosed in accordance with Section 6.03). Notwithstanding the foregoing, Parent shall not (A) 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 which is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability, or (B) conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property surveys and environmental reportsor facility owned, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased or operated by the Company or any of its Subsidiaries. Any investigation pursuant to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation this Section shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company, (B) Company and its Subsidiaries. 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 the Company shall not be required to take any action which would constitute a waiver hereunder. Notwithstanding the foregoing, in the case of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supplythat in the reasonable, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties good faith judgement of the Company and is competitively sensitive, such information shall be provided to Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 6.02 shall be kept confidential by the Company recipient thereof in accordance with its covenants contained in this the Confidentiality Agreement. The Confidentiality Agreement shall terminate as of the Effective Time.

Access to Information. (a) Between From the date of time this Agreement and is signed by all of the Effective Timeparties hereto until the Closing, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request use its commercially reasonable efforts to all of its bookscause the Companies and their respective officers, records (includingdirectors, without limitationemployees, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnelagents, representatives, accountants and agents; providedcounsel to (i) afford the Purchasers and their authorized representatives reasonable access, however, that all subject to the Confidentiality Agreements and applicable Law and solely to the extent such access shall take place after appropriate prior consultation with is available to Parent in the officers ordinary course of business and can be provided to the Purchasers without any breach of Contract, to the offices and properties of each Company and, on Parent’s premises, the Books and Records of each Company, and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish available to the Parent its officers, employees, and authorized agents and representatives of the Purchasers, on Parent’s premises, such additional financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel regarding the Companies (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), or copies thereof) as the Parent any Purchaser may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect solely to the Company's receivables as extent such access is available to Parent in the Parent reasonably deems appropriateordinary course of business and can be provided to the Purchasers without any violation of Law or breach of Contract; provided, however, that that: (A) any such investigation access or availability shall be conducted provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of the business of the Company, Companies; (B) all requests by the Company Purchasers for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by Parent; and (C) Parent and the Companies shall not be required to take provide any action which would constitute a waiver Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to disclose any information to the Purchasers if such disclosure would, in Parent’s sole discretion, (i) cause significant competitive harm to Parent or the Companies and their respective businesses if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilegeor other legal privilege or (iii) contravene any applicable Law, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or binding agreement entered into prior to the purchase by the Purchaser date of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. (a) Between Upon reasonable notice to Lafite, Lafite and its Subsidiaries shall, and shall cause their respective officers, directors, employees and other Representatives to, afford Tempranillo’s officers and other authorized Representatives access as requested by Tempranillo, during normal business hours throughout the date Pre-Closing Period, to their respective Representatives, officers, employees, properties, assets, facilities, books, Contracts, Permits, records (including Tax Returns), reports, correspondence and any other documents and information of Lafite and its Subsidiaries (whether in physical or electronic form) and shall furnish Tempranillo all financial, operating and other data and information, in each case, as Tempranillo through its officers, employees or other Representatives, may reasonably request; provided however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Lafite and its Subsidiaries shall not be required to create any financial, operating or other data and information, or any business plans, forecasts, projections or other similar analyses, that Lafite does not prepare in the ordinary course of its business outside the context of this Agreement and the Effective TimeTransactions. Notwithstanding the foregoing, neither Lafite nor any of its Subsidiaries shall be required to disclose any information to Tempranillo to the Company will during ordinary business hours and upon reasonable advance noticeextent Lafite determines, in its good faith judgment, such disclosure (i) give would jeopardize the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Companyattorney-client privilege or work product protection, (ii) permit the Parent would reasonably be expected to make such inspections thereof as it may reasonably request (includingresult in a loss of Trade Secret protection, without limitation, observing the Company's physical inventory of its assets), or (iii) cause would contravene or violate any Applicable Law; provided that Lafite shall use its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that reasonable best efforts (A) any to allow for such investigation shall be conducted access or disclosure in such a manner as that does not to interfere unreasonably with the operation result in a loss of the business of the Company, attorney-client privilege or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Tempranillo and Lafite. With respect to all information provided to Tempranillo or any of its Representatives by Lafite or any of its Representatives in connection with this Agreement and the Company shall not be required to take any action which would constitute a waiver consummation of the attorney-client privilege, Transactions (C) the Company need not supply the Parent with including any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares disclosed pursuant to this Section 6.05) Tempranillo shall comply with and shall instruct its Representatives to comply with, all of its obligations under the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Confidentiality Agreement.

Access to Information. After the Closing, Buyer shall, and shall cause its Affiliates to, preserve, in accordance with Buyer’s, or its applicable Affiliates’, standard document retention policies and until such date as may be required by Buyer’s or its applicable Affiliates’ standard document retention policies (abut for not less than six (6) Between years from the Closing Date or such later date as may be required by applicable Law) (the “Retention Period”), all pre-Closing Date books and records of this Agreement the Acquired Companies and the Effective TimeBusiness possessed or controlled by such Person. During such period, the Company will during ordinary business hours upon any reasonable request from Parent, Seller or any of their Representatives, Buyer or any of its Affiliates holding such books and upon reasonable advance notice, records shall (i) give the Parent provide to Parent, Seller or any of their Representatives reasonable access to such books and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsduring normal business hours; provided, however, that all such access shall take place after appropriate prior consultation not unreasonably interfere with the officers conduct of the Company, business of Buyer or any of its Affiliates holding such books and records and (ii) permit the Parent Parent, Seller or any of their authorized Representatives to make copies of such inspections thereof as it may reasonably request books and records, in each case, at no cost to Seller or its applicable Representatives (including, without limitation, observing the Company's physical inventory provided that Seller will reimburse Buyer for reasonable out-of-pocket costs or expenses incurred by Xxxxx). Nothing herein shall require Buyer or any of its assets), (iii) cause its officers and advisors Affiliates to furnish disclose any information to the Parent its financial and operating data and or Seller if such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that disclosure would (A) jeopardize any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the Company need not supply the Parent with health and safety of any information which it is under a legal obligation not to supplyemployee of Buyer or any of its Subsidiaries, and in light of COVID-19 or any COVID-19 Measures or (D) until result in competitive harm to Buyer or any of its Subsidiaries (it being understood that Buyer shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Parent, Seller or their Representatives to occur without so jeopardizing any such time privilege or immunity or contravening such applicable Law or contractual confidentiality obligation, or jeopardizing health and safety or resulting in competitive harm) or (E) (except as provided in Section 9.6(b)) require Buyer or any of its Affiliates to disclose its Tax records (except for Tax records of, or with respect to, the Parent and/or its affiliates are Business Subsidiaries). Such books and records may be requested under this Section 9.4 for any reasonable business purposes, including to the beneficial owners extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of a majority Parent, Seller or any of their Affiliates or performance of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementExcluded Liabilities.

Access to Information. (a) Between Subject to applicable Law and any applicable Order, between the date of this Agreement and the Effective Timeearlier of the Closing and the termination of this Agreement pursuant to Article VII, the Company will upon reasonable notice, Parent shall, and shall cause its Subsidiaries to, afford to Buyer and its Representatives reasonable access during ordinary normal business hours to the properties and upon reasonable advance notice, Business Records (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers other than any of the Company's outside accountants)foregoing to the extent related to the negotiation and execution of this Agreement, contracts, commitments, plants, offices and any other facilities and propertiesTransaction Document or the Transactions or any proposals to or from other parties relating to any competing or alternative transactions) of the Business, and Parent shall, and shall cause its personnelSubsidiaries to, representatives, accountants furnish promptly to Buyer and agents; provided, however, that all its Representatives such access shall take place after appropriate prior consultation with information concerning the officers of the Company, (ii) permit the Parent to make such inspections thereof Business as it Buyer may reasonably request (including, without limitation, observing the Company's physical inventory of request; provided that Buyer and its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to Representatives shall conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted activities in such a manner as not to interfere unreasonably with the operation business or operations of Parent and its Subsidiaries; provided, however, that (x) Parent and its Subsidiaries shall not be obligated to provide such access or information if Parent determines, in its reasonable judgment, that doing so would reasonably be expected to (i) result in the business disclosure of the Companytrade secrets or competitively sensitive information to third parties, (Bii) violate applicable Law, an applicable Order or a Contract or obligation of confidentiality owing to a third party, (iii) jeopardize the Company protection of an attorney-client privilege, attorney work product protection or other legal privilege, (iv) be adverse to the interests of Parent or any of its Subsidiaries in any pending or threatened Action or (v) expose Parent or any of its Subsidiaries to risk of liability for disclosure of sensitive, personal or other information, (y) any physical access may be limited to the extent Parent determines in good faith that such limitation is necessary in light of COVID-19 or any COVID-19 Measures, including if providing such access would reasonably be expected to jeopardize the health and safety of any employee of Parent or any of its Subsidiaries and (z) Parent and its Subsidiaries shall not be required to take provide any action which would constitute such access or information to the extent unrelated to the Business or the Transactions; provided, further, that in the case of clause (x)(ii) or (x)(iii) above, the parties shall reasonably cooperate in seeking an alternative means whereby Buyer and its Representatives are provided access to such information in a waiver manner that does not violate such Law, Order, Contract or obligation or jeopardize such privilege or protection. All requests for information made pursuant to this Section 4.03 shall be directed to the Person designated by Parent. Until the Closing, all information provided to Buyer or its Representatives pursuant to this Section 4.03 will be subject to the terms of the attorney-client privilegeletter agreement dated as of July 12, 2021 by and among Parent and WME IMG Global LLC (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this “Confidentiality Agreement”).

Access to Information. (a) Between Subject to the last sentence of this Section 6.04, from the date of this Agreement hereof until the Effective Time and subject to Applicable Law and the Effective TimeConfidentiality Agreement, upon reasonable written prior notice, the Company will during ordinary business hours and upon reasonable advance notice, shall (i) give to Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours to the Parent offices, properties, books and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanySubsidiaries, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent Parent, its counsel, financial advisors, auditors and other 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 existing information authorized Representatives to cooperate with respect to Parent in its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition investigation of equipment leased by the Company and its Subsidiaries. Any investigation pursuant to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation this Section 6.04 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the contrary, under no circumstances shall the Company, (B) its Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or any of its Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of its Subsidiaries, or where such access to information would reasonably be expected to involve the waiver of any attorney-client privilege; provided that, in each such case, the Company shall not use commercially reasonable efforts to obtain any required consent or develop alternative arrangements (including, in the case of access that would reasonably be required expected to take any action which would constitute a involve the waiver of the any attorney-client privilege, (Centry into a joint defense agreement) the Company need not supply the Parent with any information which it is under a legal obligation not reasonably acceptable to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and Parent so that such information can be furnished to Parent in a manner that does not violate any Applicable Law or contractual restraint or involve the compliance by the Company with its covenants contained in this Agreementwaiver of any attorney-client privilege.

Access to Information. (a) Between Parent and Vectron shall cause the Equity Seller, the Asset Sellers and the Acquired Company, and their respective officers, directors, representatives and employees, during the period commencing on the date of this Agreement and ending on the Effective TimeClosing Date, the Company will during ordinary business hours to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable advance advanced notice (and in any event no less than 24 hours’ advanced notice), (i) give reasonable access, during normal business hours, to the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers personnel of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsAcquired Business as Buyer may reasonably request; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanyParent, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers Vectron and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company their respective Affiliates shall not be required to take violate any action obligation of confidentiality, applicable Order or applicable Law to which would constitute a waiver any such Person is subject or to waive any privilege which any such Person may possess in discharging the obligations set forth in this Section 4.1 (provided that in such event, Vectron and its Affiliates shall reasonably cooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby). (b) Pre-Closing Confidentiality. Until the Closing Date, Buyer shall treat all information obtained from Parent, Vectron, their respective Affiliates or their respective representatives in accordance with this Section 4.1 and all other information related to the transactions contemplated hereby as “Proprietary Information” and “Transaction Information,” respectively, under and in accordance with the Confidentiality Agreement, dated as of January 13, 2017, by and between the attorney-client privilegeParties (the “Confidentiality Agreement”), (C) and Buyer shall continue to honor, and cause its representatives to honor, its obligations thereunder. From the Company need date of this Agreement until the Closing Date, Buyer shall not supply contact or initiate or engage in discussions relating to the Parent transactions contemplated by this Agreement with any information which it is under a legal obligation not to supplycustomer, and (D) until such time as vendor or lessor of Parent, Vectron or the Acquired Business without the prior written consent of Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.or Vectron. Buyer

Access to Information. (a) Between Subject to applicable Law, during the period commencing on the date hereof and ending at the earlier of this Agreement the Effective Time and the Effective TimeTermination Date, the Company will during ordinary business hours and shall, upon reasonable advance noticeprior written notice of the Parent, (i) give permit the Parent and its Representatives to have (at the Parent's authorized representatives all ’s sole expense) reasonable access during normal business hours, in a manner so as not to unreasonably interfere with the Parent shall reasonably request normal business operations of the Company, to all of its the officers and senior management of, and the books, records (including, without limitationand Contracts of or pertaining to, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants and agentsSubsidiaries; provided, however, that all such the Parent shall not be permitted to have access shall take place after appropriate prior consultation with the officers to (i) individual performance or evaluation records or medical histories in violation of the Companyapplicable Law, (ii) permit the Parent information that is subject to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (Ciii) information such that a breach of a Contract to which the Company need not supply or any of its Subsidiaries are bound would result, (iv) customer or Client personally identifiable information in violation of applicable Law, or (v) except as may be required by Section 5.4(c), information related to the Parent with Company’s sale process, including any information which it is under a legal obligation not related to supply, the negotiation and (D) until such time as execution of this Agreement or to transactions potentially competing with or alternative to the Parent and/or its affiliates are transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions and the beneficial owners of a majority actions of the outstanding SharesBoard of Directors (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement; provided, further, that such access shall comply with all applicable Laws; provided, further, that the Company shall consider in good faith any such activities reasonable arrangement proposed by the Parent prior which would allow the Parent to have access to any of the purchase by information described in the Purchaser foregoing clauses (i) through (iv) without causing, as applicable, a violation of Shares applicable Law, a breach of any attorney-client privilege or a breach of any Contract; provided, further, that no investigation pursuant to the Offer this Section 5.8(a) shall be for the purposes deemed to cure any breach of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained any representation, warranty or covenant in this AgreementAgreement or otherwise limit or affect the remedies available hereunder to any Party hereto.

Access to Information. (a) Between Prior to the date Closing Date and subject to applicable Laws and Section 7.1(b), Buyer shall be entitled, through its officers, employees and other Representatives (including its legal advisors and accountants), to have such access to all the properties, businesses, operations, books, records, directors, officers, employees, agents and other Representatives of the Public Company and its Subsidiaries and such examination of the books and records of the Public Company and its Subsidiaries as it reasonably requests in connection with Buyer’s efforts to consummate the transactions contemplated by this Agreement Agreement. Any such access and the Effective Timeexamination shall be conducted on reasonable advance written notice, the Company will during ordinary regular business hours and upon under reasonable advance noticecircumstances and shall be subject to restrictions under applicable Law. The Public Company shall cause its and its Subsidiaries’ officers and employees to, and shall use its commercially reasonable efforts to cause the agents, accountants, attorneys and other Representatives of the Public Company and its Subsidiaries to, reasonably cooperate with Buyer and Buyer’s Representatives in connection with such access and examination, and Buyer and its Representatives shall reasonably cooperate with the Public Company and its Subsidiaries and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) give unreasonably disrupt the Parent and operations of the Parent's authorized representatives all access the Parent shall reasonably request to all Public Company or any of its books, records Subsidiaries or (including, without limitation, ii) (A) require the workpapers Public Company or any of its Subsidiaries to disclose information that would result in the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and loss of attorney-client privilege or (B) conflict with any confidentiality obligations to which the Public Company or any of its personnel, representatives, accountants and agentsSubsidiaries is bound; provided, however, that all in the case of clause (ii)(B), the Public Company and its Subsidiaries shall use commercially reasonable efforts to obtain, a waiver of any such access shall take place after confidentiality obligations upon Buyer’s reasonable prior written request and, in the case of clause (ii)(A), the Public Company and its Subsidiaries will use their reasonable best efforts to make appropriate substitute arrangements). Notwithstanding anything to the contrary contained herein, prior consultation with to the officers Closing, (x) except for customer, supplier, payor, landlord or other business relationship contacts in the ordinary course of business, without the prior written consent of the CompanyPublic Company (not to be unreasonably withheld, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assetsdelayed or conditioned), (iii) Buyer shall not, and shall cause its officers officers, employees, legal advisors, consultants, agents, accountants and advisors to furnish to other Representatives not to, contact any non-officer employee, consultant, supplier, payor, customer, independent contractor, landlord, lessor, bank, any person with whom the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as Public Company or any of the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures Public Company’s Subsidiaries have a business relationship with respect to the Company or any of the Company's receivables ’s Subsidiaries or the transactions contemplated by this Agreement, and (y) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Public Company. The Public Company does not make any representation or warranty as to the Parent reasonably deems appropriateaccuracy of any information (if any) provided pursuant to this Section 7.1 and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article IV or Article V; provided, however, that (A) any such no investigation pursuant to this Section 7.1 by Buyer or its Representatives shall be conducted in such a manner as not deemed to interfere unreasonably with the operation modify any of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.Article IV or Article V.

Access to Information. (a) Between From the date of this Agreement and until the Effective TimeClosing, the Company will during ordinary business hours Seller shall cause the Companies and upon reasonable advance notice, their respective Representatives to (i) give afford a Purchaser and its authorized Representatives reasonable access, subject to the Parent Confidentiality Agreement and applicable Laws relating to the Parent's authorized representatives all access sharing of information, to the Parent shall reasonably request to all of its booksmanagement, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plantspersonnel, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers properties of the CompanyCompanies and, on the Seller’s premises, the Books and Records and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its Representatives of the Purchasers such additional financial and operating data and other information regarding the Companies (or copies thereof made at such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), Purchaser’s expense) as the Parent such Purchaser may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that that: (A) any such investigation access or furnishing of information shall be conducted provided at the Purchasers’ expense, during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of the business of the Company, Companies; (B) all requests by such Purchaser for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by the Company Seller; and (C) the Seller and the Companies shall not be required to take provide any action which would constitute a waiver Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchasers if such disclosure would, in the Seller’s sole and reasonable discretion, (i) cause significant competitive harm to Parent or any of the Companies if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilegeor other legal privilege or (iii) contravene any applicable Law, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supplyGovernmental Order, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or Listed Contract entered into prior to the purchase by the Purchaser date of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. (a) Between From the date of this Agreement until the Closing, CECity will give Buyer and its Representatives reasonable access to the Effective Time, the Company will during ordinary business hours Books and upon reasonable advance notice, (i) give the Parent Records and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plantssuch personnel, offices and other facilities and properties, properties of CECity and its personnel, representatives, accountants and agentsto furnish such other information in respect of the operation of the Business as Buyer may reasonably request; provided, howeverthat all requests for access pursuant to this Section 6.2 shall be made in writing and shall be directed to and coordinated with Xxxxxx Xxxxxxxxx or such person or persons as he/she shall designate; provided, further, that all any such access shall take place after appropriate prior consultation with the officers of the Companybe conducted at a reasonable time, (ii) permit the Parent upon reasonable advance notice to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customersCECity, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of any business conducted by CECity; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of any kind. All such information and access shall be subject to the business terms and conditions of the Companyconfidentiality agreement dated May 4, 2015 between Buyer and Deutsche Bank Securities Inc. on behalf of CECity (B) the Company “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreement, neither CECity nor its Affiliates shall not be required to take disclose to Buyer or its Representatives any action which would constitute a waiver information (i) related to the Sale Process or CECity or its Representatives’ evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of business without being primarily prepared for the attorney-client privilegeSale Process, (Cii) the Company need not supply the Parent with if doing so presents a reasonable risk of violating any information Contract or Law to which CECity is a party or to which it is under subject or which it believes in good faith could result in a legal obligation not loss of the ability to supplysuccessfully assert a claim of Privilege, (iii) if CECity, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (Div) until if CECity determines in good faith that such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior information is competitively sensitive. Prior to the purchase by Closing, Buyer and its Representatives shall contact and communicate with the Purchaser employees, customers, and suppliers of Shares pursuant to CECity in connection with the Offer shall be for transactions contemplated hereby only with the purposes prior written consent of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementCECity.

Access to Information. (ai) Between Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable 44 access, during regular business hours, to the properties, books and records in its possession or control relating to the Company as Buyer may reasonably request; provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and Sellers and in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Company and Sellers provided to Buyer or its Affiliates or any of their respective advisers or employees pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion (A) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (B) jeopardize any attorney-client or other privilege or (C) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.

Access to Information. (a) Between In each case subject to Buyer’s obligations under the date of this Agreement and the Effective TimeConfidentiality Agreement, the Company will Companies shall afford to the officers, employees and authorized representatives of Buyer (including independent public accountants, attorneys and Debt Financing Sources) reasonable access during ordinary normal business hours and hours, upon reasonable advance notice, to the offices, properties and business and financial records (iincluding computer files, retrieval programs and similar documentation) give of the Parent Acquired Companies and the Parent's shall furnish to Buyer or such authorized representatives all access such additional information concerning the Parent Acquired Companies’ business as shall be reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsrequested; provided, however, that all such access that: (i) the Companies shall take place after appropriate prior consultation with the officers not be required to violate any obligation of the Companyconfidentiality, Order or Requirements of Law to which any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1 (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that in such event, the Companies shall, and shall cause any other applicable Acquired Company to, reasonably cooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby); provided further, however, that without the prior written consent of the Stockholder Representative, neither Buyer nor any of its officers, employees, agents or representatives shall have access to (Aor communicate with) any employees of the Acquired Companies other than those identified on Schedule 7.1; and (ii) without the prior written consent of the Stockholder Representative, neither Buyer nor any of its officers, employees, agents or representatives shall have access to (or communicate with) any customers of the Acquired Companies regarding the Acquired Companies, their business or the transactions contemplated by this Agreement (it being understood that the foregoing is not intended to, nor shall it, prevent Buyer or any of its officers, employees, agents or representatives from initiating or maintaining contact with any such customers in the ordinary course of business unrelated to the transactions contemplated by this Agreement). Buyer hereby acknowledges and agrees that any investigation pursuant to this Section 7.1 shall be conducted in such a manner as not to interfere unreasonably with the operation operations of the business of the CompanyAcquired Companies or any Seller, (B) the Company and Buyer shall not be required permitted to take undertake any action environmental sampling or invasive testing without the Stockholder Representative’s prior written consent, which would constitute shall be in the Stockholder Representative’s sole discretion. Notwithstanding the foregoing, the obligations of the Companies pursuant to this Section 7.1 shall be subject to the right of each Company to determine, in such Company’s sole discretion, the appropriate timing of the disclosure of information it deems privileged information. No investigation by Buyer or any of its officers, employees, agents or representatives or other information received by Buyer or any of its officers, employees, agents or representatives shall operate as a waiver of the attorney-client privilegeor otherwise affect any representation, (C) the Company need not supply the Parent with any information which it is under a legal warranty, covenant, agreement, obligation not or indemnity given, made or to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities be performed by the Parent prior to Sellers or the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained Companies in this Agreement.

Access to Information. (a) Between During the date of this Agreement and the Effective TimePre-Closing Period, the Company will during ordinary shall use its reasonable best efforts to cause the senior employees of the Company to confer on a regular basis with one or more representatives of Buyer and to answer Buyer’s questions regarding matters relating to the conduct of the business hours and upon reasonable advance notice, (i) give of the Parent Company and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers status of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentstransactions contemplated hereby; provided, however, that all such access interactions shall take place after appropriate prior consultation be arranged with the officers Company so as not to be materially disruptive to the conduct of the business of the Company. Further, (ii) permit until the Parent Closing Date, the Company shall provide Buyer with reasonable access to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory ’s books, records, assets and leased property. Nothing in this Section 6.3 shall require the Company to violate any obligation of confidentiality to which it is subject in discharging its assets)obligations hereunder, (iii) cause its officers and advisors to furnish to take any action that may result in the Parent its financial and operating data and such other existing information loss of the attorney-client or similar privilege with respect to its any information or provide access to proposed bids for new contracts or business or any related information where the Buyer or an Affiliate thereof also has submitted or intends to submit a bid for such contract or business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take . The Buyer agrees that such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation investigations shall be conducted in such a manner as to not to interfere unreasonably with the operation of the business operations of the Company, (B) and the Buyer and its Representatives shall not speak to any of the employees, contractors, customers, distributors and suppliers of the Company for purposes of obtaining any such information without the prior consent of the Company, which shall not be unreasonably withheld. Each party hereby agrees to keep, preserve and maintain to the extent required by Law or relevant insurance carriers all books, records, documents and other information in the possession or control of such party and relevant to take the foregoing purposes for a period of five (5) years after the Closing Date and hereby grants to the other party access to the same; provided, however, a party may destroy or otherwise dispose of any action which would constitute a waiver of the attorney-client privilegeitems referenced in this Section 6.3 at any time if the party seeking to destroy or dispose of such items provides sixty (60) days’ prior written notice to the other party of the intent to destroy or dispose of such items and affords such other party an opportunity to copy or otherwise remove such items. The exercise by any party of any right of access granted herein shall not materially interfere with the business operations of the other party. In addition, subject to the destruction rights and obligations of this Section 6.3, for a period of five (C5) years following the Closing, Buyer shall provide to the Company need not supply Equityholder Representative upon request copies of any Company documents or records in Buyer’s or the Parent Company’s possession or reasonably available to Buyer related to Company legal, financial, tax or accounting matters with any information which it is under a legal obligation not respect to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent periods prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementClosing Date.

Access to Information. (a) Between Subject to Section 5.4 and Law, prior to the date earlier of the Closing Date or termination of this Agreement pursuant to Article VII, upon reasonable prior notice, Seller shall cause its officers, managers, directors, employees, auditors and other agents to afford the Effective Timeofficers, the Company will managers, directors, employees, auditors, advisors and other agents (collectively, “Representatives”) of Buyer reasonable access during ordinary normal business hours and upon reasonable advance noticeto the Representatives, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plantsproperties, offices and other facilities of Seller and propertiesits Affiliates (in respect of the Business), and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with its Affiliates’ respective books and records (solely to the officers extent in respect of the CompanyBusiness), (ii) permit and shall furnish Buyer with such existing financial, operating and other data and information solely to the Parent extent related to make such inspections thereof the Business, as it Buyer, through its Representatives, may reasonably request (includingin each case, without limitationother than any Form I-9 and any Personnel File of any Business Employee). In exercising its rights hereunder, observing the Company's physical inventory of its assets)Buyer shall, (iii) and shall cause its officers Representatives to, conduct itself and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner themselves so as not to interfere unreasonably with in the operation conduct of the business Business or the other businesses of Seller or its Affiliates prior to the CompanyClosing. Buyer acknowledges and agrees that any contact by Buyer, its Affiliates and/or their Representatives with Representatives of Seller or its Affiliates hereunder shall be arranged and supervised by Representatives of Seller, unless Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be required to disclose to Buyer, its Affiliates or any Representative thereof any (i) information, if doing so (A) in Seller’s good faith determination, would reasonably be expected to violate any Law or obligation of confidentiality owed by Seller or its Affiliates to a Third Party, or any fiduciary obligation, (B) could reasonably be expected to result in a loss of the Company shall not be required ability to take any action which would constitute successfully assert a waiver claim of privilege (including the attorney-client privilegeand work product privileges) in the good faith opinion of Seller or any of its Affiliates, as applicable, (C) would result in the Company need not supply disclosure of any competitively sensitive information unrelated to the Parent with Business of Seller or any of its Affiliates or (D) would result in the disclosure of any information which it is under a legal set forth in Section 2.2(s) of the Seller Disclosure Letter; provided that Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable disclosure to Buyer or its Representatives to occur without contravening such Law, obligation not of confidentiality, or fiduciary obligation, disclosing such competitively sensitive information unrelated to supplythe Business, or jeopardizing such privilege, and (Dii) until such time as the Parent and/or Tax Return that includes Seller or any of its affiliates are the beneficial owners of a majority of the outstanding Shares, Affiliates or any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementTax-related work papers.

Access to Information. The Company shall, and shall cause its Subsidiaries, on the one hand, and Parent shall, and shall cause the Parent Subsidiaries, on the other hand, to afford to the other Party and to its respective Representatives, reasonable access, during normal business hours and subject to bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with Parent’s and its Subsidiaries’ or the SpinCo Business’s (as applicable) normal operations, the properties, the SpinCo Business Records and appropriate senior-level employees of Parent and the Parent Subsidiaries or the Company and its Subsidiaries (related to the SpinCo Business), including the SpinCo Entities (as applicable), as such Party and its Representatives may reasonably request for the purposes of furthering the transactions contemplated by this Agreement or integration planning and preparing for the operation of Parent and the Surviving Corporation post-Closing; provided that (a) Between such investigation shall only be upon reasonable notice and at the date sole cost and expense of the investigating Party; (b) no Party or its Representatives shall be permitted to perform any environmental testing or sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions without the prior written consent of the other applicable Party; (c) no Party or its Representatives shall be entitled to access any employee-related or employee benefit-related files or records of another Party, including individual performance or evaluation records, medical histories, workers compensation records, drug testing results, or other sensitive personal information; and (d) that nothing in this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, shall require any Party to permit any inspection or disclose any information to any other Party that (i) give would unreasonably interfere with the Parent and the Parent's authorized representatives all access the Parent shall reasonably request conduct of such Party’s business or result in damage to all of its books, records property (including, without limitation, the workpapers of the Company's outside accountantsother than immaterial damage), contracts, commitments, plants, offices and except with such other facilities and properties, and Party’s prior written consent (which may be withheld or denied at its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Companysole discretion), (ii) permit the Parent would cause a violation of any Law, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to make such inspections thereof as it may reasonably request (includinginformation, without limitation, observing the Company's physical inventory of its assets), or (iii) cause its officers and advisors would jeopardize the attorney-client privilege or other disclosure privilege or protection to furnish such Party (provided that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of sharing such information by each Party). Parent its financial and operating data and such other existing the Company may, as it deems advisable, reasonably designate any competitively sensitive information as “clean team” or “outside counsel only” material or with respect similar restrictions. Notwithstanding anything in this Section 7.7 to its businessthe contrary (but without limiting the Company’s obligations under this Agreement, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if anyincluding Section 7.4), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company SpinCo shall not be required to take provide access to, or make any action which would constitute a waiver disclosure with respect to, any information of or to the extent relating to the Company, any of its Affiliates or any of their respective businesses, other than information to the extent relating to the SpinCo Business, the SpinCo Entities, the SpinCo Business Assets or the SpinCo Liabilities. The Parties hereby agree that, notwithstanding anything in this Section 7.7 to the contrary, the provisions of the attorney-client privilegeConfidentiality Agreement and, (C) to the Company need not supply extent applicable, the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority procedures set forth on Section 7.7 of the outstanding Shares, SpinCo Disclosure Schedule shall apply to all information and material furnished by any Party or its Representatives thereunder and hereunder. The Confidentiality Agreement shall survive any termination of this Agreement. All requests for such activities by the Parent prior access to the purchase by the Purchaser of Shares pursuant to the Offer any Party shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with made to such Party or its covenants contained in this Agreementdesignated Representative.

Access to Information. The Company shall, and shall cause the Subsidiary to, give the Buyer and its representatives (a) Between including the date of this Agreement Buyer's accountants, counsel and the Effective Timeemployees), the Company will during ordinary business hours and upon reasonable advance noticenotice and during normal business hours, (i) give full access to the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its properties, contracts, books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties affairs of the Company and the compliance by Subsidiary. The Company shall cause its officers and employees, and the officers and employees of the Subsidiary, to furnish to the Buyer all documents, records and information (and copies thereof) as the Buyer may reasonably request; it being understood that (a) the Company, in its sole discretion may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, or possible waivers of any applicable attorney-client privileges or (ii) if any Buyer Party is in material breach of this Agreement, (b) such investigations shall not under any circumstances interfere with the Company's or the Subsidiary's operations, activities or employees, and (c) such investigations shall not be of a nature that in the opinion of the Company with its may violate applicable antitrust or similar laws. If this Agreement is terminated pursuant to Section 9.1, (x) the Buyer Parties shall, and shall cause their representatives to, keep confidential any Confidential Information obtained from any Company Party (except as may be specifically (and only to the extent) required to be disclosed by applicable Law or administrative or legal process or pursuant to any securities exchange rules), it being understood that the Buyer Parties will notify the Company in writing prior to any proposed disclosure of such Confidential Information in order to enable the Company to seek an appropriate protective order; and (y) the Buyer Parties shall return to the Company Parties all documents (and reproductions thereof) supplied to any Buyer Party by any Company Party. The foregoing covenants contained relating to confidentiality are in this addition to those included in the Prior Confidentiality Agreement.

Access to Information. (a) Between the date Except as may be prohibited by Requirements of this Agreement and the Effective TimeLaw, the Company will Seller shall afford, and shall cause the Companies to afford, to the officers, employees and authorized representatives of the Buyer (including independent public accountants, financial advisors and attorneys) reasonable access during ordinary normal business hours and hours, upon reasonable advance notice, (i) give to the Parent offices, properties, employees and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, business and financial records (includingincluding computer files, without limitation, retrieval programs and similar documentation) located on the workpapers of Owned Real Property or the Company's outside accountants), contracts, commitments, plants, offices Leased Real Property (to the extent they are not privileged) and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent Buyer or its financial authorized representatives such additional information concerning the Company Group and operating data and such other existing information with respect relating primarily to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), the Business as the Parent may from time to time shall be reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased requested by the Company Buyer, in each case in order to its customersconduct Phase I environmental site assessments, prepare pro forma financial statements for the Business, and (v) permit to plan for an orderly transition of ownership and operation of the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateBusiness; provided, however, that (Ai) no member of the Company Group shall be required to violate any obligation of confidentiality to which such member or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), (ii) the Seller shall not be required to make available, or cause the Companies to make available, Business Employee personnel files to the extent disclosure is subject to limitations or requirements relating to employee data privacy laws, and (iii) in no event shall the Buyer be permitted to conduct any Phase II environmental site assessment or conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any Facility. The Buyer agrees that any permitted investigation undertaken by the Buyer pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the business Business by any member of the CompanyCompany Group, (B) and that the Buyer and its affiliates and representatives shall not contact or speak to any of the employees of the Company Group without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, no member of the Company Group or RDA shall be required to take any action which provide access to or disclose information where, upon the advice of counsel, such access or disclosure would constitute a waiver of jeopardize the attorney-client privilege, (C) the Company need not supply the Parent with privilege of such party or contravene any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners Requirement of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementLaw.

Access to Information. The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (a) Between collectively, the date “Representatives”), during the period prior to the earlier of the Effective Time and the termination of this Agreement and pursuant to the Effective Timeterms of Section 7.1 of this Agreement, the Company will during ordinary business hours and reasonable access, at reasonable times upon reasonable advance prior notice, (i) give to the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksofficers, records (includingkey employees, without limitationagents, the workpapers of the Company's outside accountants), contracts, commitments, plantsproperties, offices and other facilities of the Company and propertiesits Subsidiaries and to their books, records, contracts and documents and shall, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory cause each of its assets)Subsidiaries to, (iii) cause its officers and advisors to furnish reasonably promptly to the Parent and its financial Representatives such information concerning the Company’s and operating data and such other existing information with respect to its Subsidiaries’ business, properties, assetscontracts, liabilities records and personnel (includingas may be reasonably requested, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably requesttime, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition by or on behalf of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation access pursuant to this Section 5.2 shall be conducted coordinated through one of the individuals listed on Schedule 5.2 of the Company Disclosure Letter. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation business or operations of the business Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the CompanyCompany and its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 5.2, (B) the Company shall not be required to, or to take cause any action which would constitute a waiver of the attorney-client privilegeits Subsidiaries to, (C) the Company need not supply the grant access or furnish information to Parent with or any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or of its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior Representatives to the purchase 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 or agreement. Notwithstanding the Purchaser of Shares pursuant foregoing, Parent shall not have access to the Offer shall be for the purposes of verifying the accuracy of representations and warranties 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 liability. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement dated as of June 1, 2007 between an Affiliate of Parent and the compliance by Company (the Company with its covenants contained in “Confidentiality Agreement”) shall survive the execution and delivery of this Agreement.Agreement and, subject to Section 7.2, shall apply to all information furnished thereunder or hereunder. 40

Access to Information. (a) Between The Company shall, and shall cause each of its Subsidiaries to, afford to the accountants, counsel, financial advisors and other representatives of Parent 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 and through the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its employees, customers, properties, books, contracts, commitments and records (including, without limitation, the workpapers work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent all information concerning its business, properties and personnel as the other may reasonably request. Parent shall afford to the accountants, counsel, financial advisors and other representatives of the Company's outside accountantsCompany reasonable access to the executive officers of Parent during normal business hours during the period from the date of this Agreement through the Effective Time. No investigation pursuant to this Section 5.3 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 pursuant to this Section 5.3 shall be kept confidential in accordance with the Non-Disclosure Agreement, dated May 30, 2000 between Parent and the Company (the "Non-Disclosure Agreement"). Loan Relending. Prior to January 31, 2001, the Company may prepay, prior to the due date, a portion of the unpaid principal amount of the Note. Parent agrees that, if it receives a written notice from the Company during the Relending Period (as defined below), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that it will lend all such access shall take place after appropriate prior consultation with the officers or a portion of the Companyamount so prepaid by the Company provided that, during the Relending Period, (i) the Company has executed such amendments to the Note and the Letter of Intent as Parent shall reasonably request in connection with such reborrowing and obtains and delivers to Parent any consents required for such amendments and (ii) permit no amount borrowed under the Parent Note shall have become due and payable for any of the reasons set forth in Paragraph 4 of the Note. On February 28, 2001, the Company may borrow up to make such inspections thereof as it may reasonably request (including, without limitation, observing $5,000,000 under the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish Note subject to the terms and conditions of this Agreement and the Note. Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reportsagrees that, if any)it receives a written notice from the Company during the Relending Period, as it will lend all or a portion of the Parent may from time to time reasonably request, (iv) take such actions as amount by which $5,000,000 exceeds the Parent reasonably deems appropriate to verify the existence and condition of equipment leased amount so borrowed by the Company to its customerson February 28, and (v) permit 2001 provided that, during the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the CompanyRelending Period, (Bi) the Company has executed such amendments to the Note and the Letter of Intent as Parent shall not be reasonably request in connection with such borrowing and obtains and delivers to Parent any consents required to take for such amendments and (ii) no amount borrowed under the Note shall have become due and payable for any action which would constitute a waiver of the attorney-client privilege, (C) reasons set forth in Paragraph 4 of the Note. The "Relending Period" means the 30 day period commencing on the date on which this Agreement is terminated by Parent and the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance Section 7.1(a) or by the Company with its covenants contained in this Agreementpursuant to Section 7.1(b), 7.1(c) or 7.1(d); provided that such termination is not due to any breach by the Company of Section 4.2.

Access to Information. (a) Between At all times from the date of this Agreement hereof until the Closing Date, to the extent the Buyer Parties do not have the following information or rights and to the Effective Timeextent any Seller Party has the ability, power and authority to give such information or grant such rights, Seller will, and will cause the Company will during ordinary business hours and upon reasonable advance noticeSeller Parties to, (i) give the Parent Buyer Parties and their Representatives reasonable access to the Parent's authorized representatives all access offices, properties, books and records of the Parent shall Acquired Companies and, to the extent reasonably request related to all of its books, records (including, without limitationthe transactions contemplated by the Transaction Documents, the workpapers of the Company's outside accountants)Seller Parties, contracts, commitments, plants, offices in each case during normal business hours and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to furnish or make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish available to the Parent its Buyer Parties and their Representatives such financial and operating data and other information relating to the Acquired Companies as such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent Persons may from time to time reasonably request, (iv) take subject to the Buyer Parties’ and their Representatives’ compliance with applicable Law and contractual restrictions governing the disclosure and use of such actions as information. Notwithstanding the Parent reasonably deems appropriate foregoing provisions of this Section 6.03, the Seller Parties shall not be required to verify grant access or furnish information to the existence and condition Buyer Parties or any of equipment leased their Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege that would be violated or lost by such access or furnishing, or that such access or the Company to its customersfurnishing of such information is prohibited by law or an existing contract or agreement. To the extent practicable, Seller shall, and (v) permit shall cause the Parent's accountants Seller Parties to, make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any investigation pursuant to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation this Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of any Seller Party, its Affiliates, CMV or the CompanyAcquired Companies. Notwithstanding the foregoing, (B) the Company Buyer Parties shall not be required entitled to take perform any action which would constitute a waiver intrusive or subsurface investigation or other sampling of, on or under any of the attorney-client privilegeproperties of CMV or the Partnership. The Buyer Parties agree that they will not, (C) the Company need and will cause their Representatives not supply the Parent with to, use any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares obtained pursuant to the Offer shall be for the purposes this Section 6.03 in violation of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementSection 6.06.

Access to Information. (a) Between Subject to applicable Law and without limiting Section 6.13, during the period from the date of this Agreement until the earlier of the Effective Time and the Effective Timetermination of this Agreement in accordance with Section 8.01 (the “Pre-Closing Period”), solely for purposes of furthering the Transactions or integration planning relating thereto, on reasonable advance notice to the Company, the Company will shall, and shall cause the Company Subsidiaries to, provide Parent and its Affiliates, and its and their Representatives with reasonable access during ordinary the Company’s normal business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants)’s properties, books, contracts, commitments, plants, offices and other facilities and propertiespersonnel, and its personnel, representatives, accountants and agentsrecords; provided, however, provided that all any such access shall take place after appropriate prior consultation with the officers of the Company, (iii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted at Parent’s expense, at a reasonable time, 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 of the Company or any Company Subsidiary or create material risk of damage or destruction to any material asset or property and (ii) may be reasonably and in good faith limited by the Company to comply with any applicable COVID-19 Measure and to ensure that such access, in light of COVID-19 or any COVID-19 Measure, does not jeopardize the health and safety of any of the Company’s Representatives or commercial partners. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing or sampling of soil, sediment, groundwater, building material, vapor, air, or any other environmental media. Nothing in this Agreement shall require the Company to disclose or provide access to any information if such disclosure would, determined after consultation with outside legal counsel, (A) jeopardize any attorney-client or other legal privilege or (B) contravene any applicable Law, fiduciary duty or the confidentiality provisions of any Contract to which the Company or any Company Subsidiary is a party; provided, further, that the Company may, in its sole discretion, require that information 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 determines doing so may be reasonably required for the purpose of complying with applicable Law. Notwithstanding the foregoing, the Company shall not be required use commercially reasonable efforts to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the provide Parent with any access to the requested information which it is under in a legal obligation manner that would not to supply, contravene clauses (A) and (DB) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementSection 5.01(a).

Access to Information. (a) Between From the date of this Agreement and hereof until the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of cause its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnelSubsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the officers, employees, agents; provided, howeveraccountants, that all such access shall take place after appropriate prior consultation with counsel, financing sources and representatives of Parent or Merger Sub reasonable access, during normal business hours, to the officers offices, properties, other facilities, books and records of the CompanyCompany and its Subsidiaries and to those officers, directors, employees, agents, accountants and counsel of the Company who have any knowledge relating to the Company or the Business, and (ii) permit furnish promptly to the officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and Merger Sub (A) a copy of each report, information statement, and other document filed by it during such period pursuant to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory requirements of its assets)Federal or state securities laws, (iiiB) cause its officers a copy of each material correspondence or written communication with any Governmental Authority, and advisors to furnish to the Parent its (C) such additional financial and operating data and such other existing information with respect to its businessregarding the assets, properties, assets, liabilities and personnel goodwill of the Company and the Business (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), or legible copies thereof) as the Parent or Merger Sub may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation access or furnishing of information shall be conducted at Parent’s or Merger Sub’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to materially interfere unreasonably with the operation normal operations of the business Business, provided further, that access to employees of the Company shall be subject to the prior consent of an officer of the Company. Notwithstanding the foregoing, Parent shall not contact any customer of the Company (including, for this purpose, any higher-tier subcontractor, ultimate prime contractor and ultimate Governmental Authority customer) in connection with this Agreement or the transactions contemplated hereby without the prior consent of an officer of the Company, (B) the Company which consent shall not be required to take any action which would constitute a waiver of the attorney-client privilegeunreasonably withheld, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementconditioned or delayed.

Access to Information. (a) Between Prior to the date of this Agreement and the Effective TimeClosing, the Company will during ordinary business hours Seller and PEL shall, and shall cause the Operating Companies to, afford to Purchaser and its accountants, counsel and other authorized Representatives reasonable access, upon reasonable advance noticeprior notice during normal business hours, (i) give to the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its properties, books, records (including, without limitation, the workpapers of the Company's outside accountants)records, contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsemployees of the Operating Companies; provided, however, that all the reasonableness of such access and requests shall take place after appropriate prior consultation with be determined by taking in account, among other considerations, the officers competitive positions of the Companyparties; provided, further, however, that such access does not interfere or disrupt the normal operations of the Seller or PEL or any of their respective affiliates (including the Operating Companies). Nothing contained in this Section 5.02, subject to the last sentence of Section 5.02(a), shall obligate the Seller or PEL or any of their respective affiliates (including the Operating Companies) to, in the Seller’s and PEL’s, as applicable, absolute and sole discretion, (i) breach any duty of confidentiality owed to any person (whether such duty arises contractually, statutorily or otherwise), Law or any Contract with any other person, (ii) permit the Parent to make such inspections thereof as it may reasonably request (includingwaive any privileges, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of including the attorney-client privilege, (Ciii) the Company need not supply the Parent with share any information which it is under constitutes Trade Secrets or other sensitive information, or (iv) cause significant competitive harm to the Operating Companies or their respective businesses if the transactions contemplated hereby are not consummated; provided, however, that PEL and the Seller shall use commercially reasonable efforts to provide any such information in a legal obligation not manner so as to supplyavoid such harmful effect or circumstance contemplated by clauses (i) through (iv) above. Prior to the Closing, when accessing any properties of the Seller or PEL or any of their respective affiliates (including the Operating Companies) pursuant to and in accordance with this Section 5.02(a), Purchasers shall, and shall cause their respective affiliates and Representatives to, comply with all safety and security requirements for such property applicable to employees or Representatives of the Seller and communicated to them. Prior to the Closing, Purchaser shall have no right to perform or cause any third party to perform any invasive environmental sampling (Dincluding any Phase II assessment) of any real property currently owned, leased or operated by the Operating Companies. All requests for information made pursuant to this Section 5.02(a) shall be directed to the person or persons set forth on Section 5.02(a) of the Seller Disclosure Schedule, and Purchaser shall not directly or indirectly contact any officer, director, employee, agent or Representative of PEL, the Seller, any of the Operating Companies or any of their respective affiliates without the prior approval of such designated person(s). Neither the auditors and independent accountants of the Seller or PEL or their respective affiliates (including the Operating Companies) nor the auditors and independent accountants of Purchaser and its affiliates shall be obligated to make any work papers available to any person under this Agreement, including pursuant to Section 2.03, unless and until such time as person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by the Parent and/or Seller and PEL, the Purchasers shall, and shall cause its affiliates are (as applicable) to, enter into a customary joint defense agreement with the beneficial owners of a majority of the outstanding SharesSeller, PEL or their respective affiliates with respect to any such activities by the Parent prior information to the purchase by the be provided to Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreement.Section 5.02(a). 45

Access to Information. (a) Between Subject to applicable Laws relating to the exchange of information, from the date hereof until the Closing Date, upon reasonable notice, Stations shall (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to Stations’ key employees (including the general manager, sales managers, business manager and chief engineer (or person holding a similar position) of the Stations), and the offices, properties, books and records of the Stations, including access to conduct a Phase I Environmental Site Assessment (“Phase I Review”) of the Owned Real Property in accordance with this Section 5.02(a); (ii) as promptly as practicable after the end of each month after the date of this Agreement Agreement, furnish to Buyer (A) a monthly combined balance sheet of the Stations (without any allocations or adjustments reflected on the balance sheets included in the Business Financial Statements) and the Effective Timerelated combined statement of operations and (B) monthly profit and loss statements for the Stations and (iii) instruct its key employees, the Company will during ordinary business hours counsel and upon reasonable advance notice, (i) give the Parent financial advisors of Seller to cooperate with Buyer in its activities and the Parent's authorized representatives all access the Parent shall reasonably request pursuant to all of its books, records (including, without limitation, the workpapers of the Company's outside accountantsthis Section 5.02(a), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such Buyer’s access pursuant to clause (i) shall take place after appropriate be with Seller’s prior consultation with the officers of the Companywritten consent, (iiwhich consent shall not be unreasonably withheld or delayed. Buyer’s activities and access pursuant to this Section 5.02(a) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to unreasonably interfere unreasonably with the operation conduct of the business Stations or any of the Company, (B) the Company businesses or operations of Seller or any of its Affiliates. Seller shall not be required obligated to take any action which provide such access or information if Seller determines, in its reasonable judgment, that doing so would constitute a waiver violate applicable Law, jeopardize the protection of the an attorney-client privilegeprivilege or expose Seller or its Seller Affiliates to liability for disclosure of personal information. Until the Closing, (C) the Company need not supply information provided will be subject to the Parent with any information which it is under a legal obligation not to supplyterms of the Confidentiality Agreement and, without limiting the generality of the foregoing, Buyer shall not, and (D) until shall cause its representatives not to, use such time as information for any purpose unrelated to the Parent and/or its affiliates are the beneficial owners of a majority consummation of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementtransactions contemplated hereby.

Access to Information. Prior to the Closing Date and subject to applicable Laws and Section 7.6, Parent shall be entitled, through its officers, employees and Representatives (aincluding its legal advisors and accountants) Between the date of this Agreement and the Effective TimeDebt Financing Sources (or any sources providing alternative debt financing pursuant to the terms hereof), to have such access to the properties, businesses and operations of the Company will and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests upon reasonable advance written notice in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted during ordinary regular business hours and upon under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to cooperate with Parent and Parent’s Representatives in connection with such access and examination, and Parent and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable advance noticeefforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) give unreasonably disrupt the Parent and operations of the Parent's authorized representatives all access the Parent shall reasonably request to all Company or any of its books, records Subsidiaries or (including, without limitation, ii) require the workpapers Company or any of its Subsidiaries to disclose information that in the reasonable judgment and good faith opinion of counsel to the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and is subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its personnel, representatives, accountants and agentsSubsidiaries is bound; provided, however, that all such access the Company shall take place after appropriate prior consultation with the officers give notice to Parent of the Company, fact that it is withholding information or documents pursuant to clause (ii) permit or due to requirements of applicable Law, and thereafter the Company shall use reasonable best efforts to cause such information or documents to be provided in a matter that would not reasonably be expected to materially waive the applicable privilege or protection or violate the applicable restriction in contract or Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, (a) without the prior written consent of the Company (which consent may not be unreasonably withheld or delayed), Parent to make such inspections thereof as it may reasonably request (includingshall not contact any suppliers to, without limitationor customers of, observing the Company's physical inventory Company or any Subsidiary, other than in the ordinary course of business of Parent or any of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information Affiliates with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by matters not involving the Company or its Subsidiaries or the transactions contemplated by this Agreement, and provided that the Company shall have the right to its customershave a representative present during any such contact in the event that it consents to such contact, and (vb) permit the Parent's accountants Parent shall have no right to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; providedperform invasive, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation subsurface investigations of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties properties or facilities of the Company and or any of its Subsidiaries without the compliance by prior written consent of the Company with its covenants contained in this Agreement(which consent may be withheld for any reason).

Access to Information. From the date hereof and for thirty (30) days thereafter, Issuer shall, and shall use its reasonable best efforts to procure that Study (as defined in the Merger Agreement, and as used herein “Study”) (a) Between the date of this Agreement and the Effective Timeshall, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request furnish to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Subscriber and its personnel, representatives, accountants and agents; provided, however, that all Representatives such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to regarding the business and operations of Study and Issuer (including historical and projected financial information) as Subscriber or its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent Representatives may from time to time reasonably request and (b) shall make available to Subscriber and its Representatives during normal business hours those directors, officers, employees, internal auditors, accountants and other Representatives of Study, the Issuer, and their respective Representatives, as applicable, as Subscriber may reasonably request. Notwithstanding the forgoing, (ivi) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation in no event shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not Issuer be required to take provide or procure that Study provide (1) any action which would constitute a waiver information in violation of applicable Law, (2) information the disclosure of which, in the judgment of legal counsel, could reasonably be expected to jeopardize any applicable privilege (including the attorney-client privilege) available to any of Study, the Issuer or any of their respective Affiliates relating to such information, or (C3) information the Company need not supply disclosure of which would cause any of Study, the Parent with Issuer or any information of their respective Affiliates to breach a confidentiality obligation to which it is under a legal obligation not bound; provided, that the Parties shall use commercially reasonable efforts to supplymake alternative arrangements for such disclosure where the restrictions in the preceding clauses (1), (2) or (3) apply and (DB) until such time as the Parent and/or its affiliates are the beneficial owners of a majority any access or investigation contemplated by this Section 6 shall not unreasonably interfere with any of the outstanding Sharesbusinesses, personnel or operations of any of Study, the Issuer or any of their Affiliates; and (ii) the auditors and accountants of any Study, the Issuer or any of their Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such activities by the Parent prior auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to the purchase by the Purchaser of Shares pursuant such access to the Offer shall be for the purposes of verifying the accuracy of representations work papers in form and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementsubstance reasonably acceptable to such auditors or accountants.

Access to Information. (a) Between From the date hereof until the earlier of the Effective Time and the date of termination of this Agreement and the Effective TimeAgreement, the Company will shall (and shall cause each of the Company Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company and the Company Subsidiaries, during ordinary normal business hours and upon reasonable advance notice, to the personnel, properties, offices, facilities, books and records of the Company and the Company Subsidiaries and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested including, for the avoidance of doubt, (i) give internal financial statements and documentation regarding internal controls, (ii) Tax Returns, Tax elections and all other records and workpapers relating to Taxes, (iii) a schedule of any deferred intercompany gain with respect to transactions to which the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all Company or any of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and propertiesSubsidiaries has been a party, and its personnel, representatives, accountants and agents(iv) receipts from any Taxes paid to any foreign Taxing Authority; provided, however, that all nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent if such access shall take place after appropriate prior consultation with disclosure would, in the officers reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the Transactions were not consummated, (ii) permit violate applicable Law or request or requirement of any Governmental Entity or the Parent provisions of any agreement to make such inspections thereof as it may reasonably request (including, without limitation, observing which the Company's physical inventory Company or any of its assets), Subsidiaries is a party or (iii) cause jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall authorize Parent or its officers and advisors Representatives to furnish to undertake any further environmental investigations or sampling at any of the Parent its financial and operating data and such other existing information with respect to its businessproperties owned, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment operated or leased by the Company to or its customersSubsidiaries. Parent agrees that it will not, and (v) permit the Parent's accountants will cause its Representatives not to, use any information obtained pursuant to conduct such confirmation and testing procedures with respect this Section 6.2 for any competitive or other purpose unrelated to the Company's receivables as consummation of the Parent reasonably deems appropriate; Transactions. No access granted, or information provided, howeverpursuant to this Section 6.2 shall affect or be deemed to qualify, that (A) modify or limit any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) representations or warranties made by the Company in this Agreement. The Company for itself and for its Subsidiaries shall not retain or cause to be required retained such information relating to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it and its Subsidiaries as is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be reasonably necessary for the purposes preparation and filing of verifying any Tax Return, claim for refund or other filings relating to Tax matters, for the accuracy preparation for any Tax audit or any Tax protest, for the prosecution or defense of representations and warranties any suit or other proceeding relating to Tax matters, including the retention of records, powers of attorney or other materials relating to Taxes of the Company and the compliance Company Subsidiaries. The Confidentiality Agreement shall apply with respect to information furnished hereunder by the Company, the Company with its covenants contained in this AgreementSubsidiaries and their respective Representatives.

Access to Information. (a) Between From the date of this Agreement and until the Effective Timeearlier of the valid termination of this Agreement or the Closing, upon Purchaser’s reasonable request, the Company will during ordinary business hours shall afford each Designated Representative reasonable access to the offices, properties, books and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants)Company and such financial, contractsoperating, commitments, plants, offices and other facilities data and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with information related to the officers of the Company, (ii) permit the Parent to make such inspections thereof Company as it Purchaser may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriatein writing; provided, however, that (Ai) the Company will be given reasonable prior written notice before any such investigation access is granted and such access shall be conducted during normal business hours under the supervision of personnel of the Company and in such a manner so as not to interfere unreasonably with the operation of the business normal operations of the Company; (ii) the auditors and accountants of the Company shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until 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; (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 7.1(a) shall be subject to applicable rules relating to discovery; (Biv) any access to the Company’s properties shall be subject to the Company’s reasonable security and insurance measures and shall not include the right to conduct any environmental testing, sampling or intrusive investigations of any kind; (v) Purchaser shall have no access to any Tax Returns of any Seller, including for the avoidance of doubt, any U.S. federal Income Tax Return, state or local Tax Return, or foreign Tax Return of any Seller, or any portion thereof (but excluding for the avoidance of doubt any Tax Returns of the Company) unless access to a Tax Return of a Seller for a Tax period during which the Company was a disregarded entity is necessary for Purchaser or the Company to comply with any applicable Law related to Taxes and then such access shall be limited to only those portions of such Tax Return which are required to comply with any applicable Law related to Taxes; and (vi) the Company shall not be required to take provide copies of, access to or otherwise disclose to or supply Purchaser with any action which would constitute a waiver of information that, as determined by the attorney-client privilegeCompany or the Sellers’ Representative in good faith, (CA) the Company need not supply the Parent with or any information which it Seller is under a contractual, antitrust or ​ ​ ​ other legal obligation not to supply, and (B) would jeopardize the attorney-client privilege or other immunity of the Company or any Seller, (C) would conflict with any Law (including any Law relating to data protection or privacy), Order or privacy policy or notice applicable to any Seller, the Company or the assets, information or operation of the Company, or (D) until such time as upon the Parent and/or advice of counsel, should not be so disclosed due to its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementcompetitively sensitive nature.

Access to Information. (a) Between Buyer shall (and shall cause the date Company to) hold all the Books and Records of this Agreement the Company thereof existing on the Closing Date and not to destroy or dispose of any such Books or Records for a period of seven years from the Closing, and thereafter, if it desires to destroy or dispose of such Books and Records, to offer first in writing at least ninety (90) days prior to such destruction or disposal to surrender them to the applicable Seller. During that seven year period, Buyer shall (and shall cause the Company to), during normal business hours, upon reasonable notice, make available and provide the Sellers and their representatives (including counsel and independent auditors and the Effective Time, Seller Representative) with access to the facilities and properties of the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its booksinformation, files, documents and records (written and computer) that are not otherwise protected by legal privilege relating to the Company or the Business or operations for any and all periods prior to or including the Closing Date that it may require with respect to any reasonable business purpose (including, without limitation, any Tax matter) or in connection with any Proceeding of any kind by or against any Person, and shall (and shall cause the workpapers Company to) cooperate fully with the Sellers and their representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of such Seller, including by making Tax, accounting and financial personnel and other appropriate employees and officers of the Company's outside accountantsCompany available to the Sellers and their respective representatives (including counsel, independent auditors and the Seller Representative), contractswith regard to any reasonable business purpose. Notwithstanding anything to the contrary in this Agreement, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsneither Buyer nor the Company shall be required to disclose any information to Sellers if such disclosure would: (A) jeopardize any attorney-client privilege; or (B) violate any Applicable Law or breach any confidentiality agreement or fiduciary duty; provided, however, that all such access shall take place after appropriate prior consultation with the officers each of the Company, (ii) permit Buyer and the Parent Sellers will use its commercially reasonable efforts, consistent with market practice, to make appropriate substitute disclosure arrangements such inspections thereof as it may reasonably request (including, without limitation, observing that the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company foregoing restrictions shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementapply.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to: (a) Between the date of this Agreement afford Buyer and its Representatives reasonable access to and the Effective Timeright to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company will during ordinary business hours as Buyer or any of its Representatives may reasonably request; and upon reasonable advance notice, (ic) give instruct the Parent Representatives of Seller and the Parent's authorized representatives all access the Parent shall reasonably request Company to all of cooperate with Buyer in its books, records (including, without limitation, the workpapers investigation of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere unreasonably with the operation of the business normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to Xxxxxxxx X. Xxxx, (B) CEO of Seller, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall not be required to take disclose any action which would constitute a waiver of information to Buyer if such disclosure would, in Seller's sole discretion: (w) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or binding agreement entered into prior to the purchase date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by the Purchaser of Shares pursuant this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Offer Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall be for the purposes of verifying the accuracy of representations and warranties of not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the compliance by the Company Real Property. Buyer shall, and shall cause its Representatives to, maintain strictest confidentiality (in accordance with its covenants contained in Seller’s standard non-disclosure agreement) with respect to any access or information provided pursuant to this AgreementSection 5.02.

Access to Information. (a) Between During the date of this Agreement and the Effective TimeInterim Period, the Company will shall give, and shall direct its Representatives to give, the Parent and its Representatives, at reasonable times during ordinary normal business hours and upon reasonable advance intervals and notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and its personnelrecords, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Parent or its business, propertiesRepresentatives may reasonably request regarding the Company and its businesses, assets, liabilities liabilities, Tax Liabilities, Indebtedness, financial condition, prospects, operations, management, employees and personnel other aspects (includingincluding unaudited quarterly financial statements, without limitationincluding a consolidated quarterly balance sheet and income statement, title insurance reportsa copy of each material report, real property surveys schedule and environmental reportsother document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any), as ) and instruct InnoHold and its Affiliates to reasonably cooperate with the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateRepresentatives in their investigation; provided, however, that (A) the Parent and its Representatives shall conduct any such investigation shall be conducted activities in such a manner as not to unreasonably interfere unreasonably with the operation business or operations of the business Company; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, the Parent or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Company, (Bx) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority (including any Antitrust Laws) or the provisions of any agreement to which the Company is a party (taking into account the confidential nature of the disclosure). Other than as expressly provided in this section, the Parent is not authorized to and shall not be required to take (and shall cause its employees, agents, representatives and Affiliates not to) contact any action which would constitute a waiver officer, director, employee, customer, supplier, joint-venture partner, lessor, lender or other material business relation of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase Effective Time without the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned. The Parent shall, and shall cause its Representatives to, abide by the Purchaser terms of Shares pursuant any confidentiality agreement with respect to the Offer shall be for the purposes of verifying the accuracy of representations such access and warranties of the Company and the compliance by the Company with any information furnished to it or its covenants contained in this AgreementRepresentatives.

Access to Information. Subject to Buyer’s obligations under the Confidentiality Agreement, Seller shall afford to the officers, employees and authorized representatives of Buyer (aincluding independent public accountants and attorneys) Between the date of this Agreement and the Effective Timereasonable access during normal business hours, the Company will during ordinary business hours and upon reasonable advance notice, to the offices, properties, business and financial records (iincluding computer files, retrieval programs and similar documentation) give of the Parent and Business to the Parent's authorized representatives all access the Parent extent Buyer shall reasonably request deem necessary in order to all of its books, records (including, without limitation, operate the workpapers of Business after the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsClosing; provided, however, that all such access Seller shall take place after appropriate prior consultation with the officers not be required to violate any Requirements of Law, Court Order or obligation of confidentiality or privacy to which Seller is subject, or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1. Seller shall not be required to furnish or otherwise make available to Buyer competitively sensitive information relating to areas of the CompanyBusiness in which Buyer or its Affiliates compete against any of them, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and or any employee personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriatefile or medical information; provided, however, that if such information is reasonably requested by Buyer, the parties shall use commercially reasonable efforts to make arrangements to provide such information in a manner that preserves the confidential and competitively sensitive nature of such information. Neither Buyer nor any of its officers, employees, agents or representatives shall have access to any personnel of other businesses of Seller or its Affiliates (Aother than the officers, employees, agents and representatives of the Company), and Buyer shall not conduct any environmental testing or sampling of the Real Property or any other real property occupied by the Company, in each case, without Seller Parent’s prior written consent, which may be withheld in Seller Parent’s sole discretion. Buyer agrees that: (x) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation operations of the business of the Company, Seller; (By) the Company all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Seller Parent; and (z) Seller shall not be required to take provide any action which would constitute a waiver books and records or reports based thereon that it does not maintain or prepare in the ordinary course of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementbusiness.

Access to Information. (a) Between From the date of this Agreement and hereof until the Effective TimeClosing, the Seller Parties shall, and shall cause each of the Company will during ordinary business hours and upon reasonable advance noticeHolding Sub to, (i) give upon reasonable notice, afford Buyer and its Representatives reasonable access during normal business hours to its books and records (including Contracts), facilities, personnel and properties; and (ii) furnish Buyer and its Representatives with such information and documents related to the Parent Company and the Parent's authorized representatives all access the Parent shall reasonably request to all Holding Sub as Buyer or any of its books, records (including, without limitation, Representatives may reasonably request. All such information and documents obtained by Buyer shall be subject to the workpapers terms and conditions of the Company's outside accountants)Mutual Confidentiality & Non-Disclosure Agreement, contractsdated July 29, commitments2019, plants, offices by and other facilities between Buyer and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, as amended on July 21, 2021 (iithe “Confidentiality Agreement”). Any investigation pursuant to this Section 6.02(a) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as to not to interfere unreasonably with the operation conduct of the business of the Company. Notwithstanding anything to the contrary set forth in this Agreement, (B) Buyer shall have no right of access to, and the Seller Parties, the Company and Holding Sub shall not be required have no obligation to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not provide to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding SharesBuyer, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties privileged information of the Company or Holding Sub or any information the disclosure of which is prohibited by Contract or applicable Law (provided, that the Seller Parties shall, and shall cause the compliance Company and Holding Sub to, use their reasonable efforts to, as applicable (x) obtain any required consent to provide such access or disclosure or, if unable to do so, use reasonable efforts to make appropriate substitute arrangements to permit such access or disclosure in a manner that does not violate such Contract or applicable Law or (y) enter into joint defense agreements or other arrangements, as appropriate, so as to allow for such access or disclosure in a manner that does not result in a loss of such privilege. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company with its covenants contained Seller Parties in this Agreement. All requests for information made pursuant to this Section 6.02(a) shall be directed to an officer of, or other Person designated by, the Seller Parties.

Access to Information. The Company shall provide Parent and its agents and advisors access at reasonable times to the files, books, records, Technology, Contracts, personnel and offices of the Acquired Companies, including any and all information relating to the Taxes, Contracts, Liabilities, financial condition and real, personal and intangible property of the Acquired Companies, subject to the terms of that certain Confidentiality Agreement by and between the Company and Parent dated as of December 15, 2014, as amended on March 30, 2015 (a) Between the date of “Confidentiality Agreement”). The Company shall cause its accountants to cooperate with Parent and Parent’s agents and advisors in making available all financial information reasonably requested by Parent and its agents and advisors, including the right to examine all working papers pertaining to all financial statements prepared or audited by such accountants. No review pursuant to this Agreement and the Effective TimeSection 5.9 shall affect or be deemed to modify any representation or warranty contained herein, the Company will during ordinary business hours and upon reasonable advance noticecovenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. Notwithstanding the foregoing, (i) give the Parent and Parent’s representatives will not contact or communicate with the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers customers and suppliers of the Company's outside accountants)Acquired Companies regarding the Merger without the prior consent of the Chief Executive Officer or General Counsel of the Acquired Companies, contractswhich consent shall not be unreasonably withheld, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsconditioned or delayed; provided, however, that all such access shall take place after appropriate prior consultation with Parent, Merger Sub and their respective officers, directors, employees, agents, Affiliates and representatives may, in their discretion, respond to inquiries regarding the officers Merger from customers and suppliers of the Company, (ii) permit the Acquired Companies that are also customers or suppliers of Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory or any of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementAffiliates.

Access to Information. (a) Between Prior to the date of this Agreement and the Effective TimeClosing, the Company will during ordinary business hours and upon reasonable advance notice, its Subsidiaries shall (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access, during normal business hours upon reasonable prior notice, to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial, Tax and operating data and other information in possession of the Company or its Subsidiaries relating to the Company and its Subsidiaries as such Persons may reasonably request, and (iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsBusiness; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent any investigation pursuant to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation this section shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the CompanyCompany and its Subsidiaries. Notwithstanding anything to the contrary contained in this Merger Agreement, neither the Company nor any of its Subsidiaries shall be required to provide any information that (i) it reasonably believes it may not provide to Parent by reason of applicable Law, rules or regulations, including certain types of information relating to market plans, pricing, customers and vendors, (Bii) constitutes information protected by attorney/client privilege, or (iii) the Company or any of its Subsidiaries is required to keep confidential by reason of contract or agreement with third parties in effect prior to the Execution Date; provided, however, that the Company shall request and use commercially reasonable efforts to obtain, but shall not be required to take any action which would constitute obtain, a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities confidentiality obligations upon Parent’s reasonable request. No information or knowledge obtained by Parent during the Parent prior to the purchase by the Purchaser course of Shares any investigation or review conducted pursuant to the Offer this Section 6.2(a) shall affect or be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance deemed to modify any representation or warranty made by the Company with its covenants contained in this Merger Agreement or in any other Transaction Document, agreement, instrument, certificate or other document delivered by the Company in connection with this Merger Agreement, any other Transaction Document or the transactions contemplated hereby or thereby.

Access to Information. (a) Between Prior to the date Closing and subject to applicable Laws and Section 6.4, Purchaser shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the Transactions. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Company and its Subsidiaries to cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and Purchaser and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Any disclosure during such investigation by Purchaser or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to information with respect to the negotiation of this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanyTransactions, (ii) permit would unreasonably disrupt the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties operations of the Company and the compliance by its Subsidiaries or (iii) would require the Company and its Subsidiaries to disclose information that in the reasonable judgment of the Company after consultation with counsel, is subject to attorney-client privilege or may conflict with any confidentiality obligations to which the Company or any of its covenants contained Subsidiaries is bound (provided that the Company and its Subsidiaries shall use their respective commercially reasonable efforts to provide such access and permit such examination in this Agreementa manner that would not jeopardize such privilege or conflict with such confidentiality obligations).

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to: (a) Between the date of this Agreement afford Buyer and the Effective Timeits Representatives, the Company will upon not less than two (2) days’ prior written notice, reasonable access, during ordinary normal business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's , to officers, employees and agents (including outside accountants)) of the Company and to inspect all of the Real Property, properties, assets, premises, books and records, contracts, commitments, plants, offices agreements and other facilities documents and properties, data related to the Company; (b) furnish Buyer and its personnelRepresentatives with such financial, representatives, accountants operating and agentsother data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably in any material respect with the operation of the business normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, (B) neither Seller nor the Company shall not be required to take disclose any action which would constitute a waiver of information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client client, attorney work product, or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement (Cincluding agreements with third parties) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent entered into prior to the purchase date of this Agreement (it being agreed that the parties shall use their commercially reasonable efforts to cause such access or information to be provided in a manner that does not cause such harm, waiver or contravention, including by the Purchaser of Shares pursuant making substitute arrangements). Prior to the Offer Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall be for the purposes of verifying the accuracy of representations and warranties of not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the compliance Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to Section 5.02. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein, Buyer and Seller shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received, directly or indirectly, from the Company or its Representatives in confidence in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect in accordance with its covenants contained in terms; provided, however, that any use restrictions or other similar limitations set forth therein shall be inapplicable with respect to any of the transactions contemplated by this Agreement.Agreement or any proposal, negotiations or actions by or on behalf of Buyer related to this Agreement and the transactions contemplated hereby

Access to Information. During the Interim Period, Seller shall, and shall cause the Company to: (a) Between the date of this Agreement afford Buyer and its Representatives reasonable access to and the Effective Timeright to inspect the Business Facilities; (b) furnish Buyer and its Representatives with such financial, operating, and other data and information related to the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all as Buyer or any of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsRepresentatives may reasonably request; provided, however, that all such access shall take place after appropriate prior consultation with the officers none of the Company, (ii) permit the Parent Seller, nor their respective Representatives shall be required to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance create reports, real property surveys analyses, or prepare other information in connection with such requests; and environmental reports, if any), as (c) instruct the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence Representatives of Seller and condition of equipment leased by the Company to reasonably cooperate with Buyer in its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to investigation of the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the operation of the business normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, (B) neither Seller nor the Company shall not be required to take disclose any action which would constitute a waiver of information to Buyer if such disclosure would: (x) in Seller’s reasonable discretion, cause significant competitive harm to Seller, the Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) waive any attorney-client or other privilege, ; (Cz) violate any applicable Law or Contract to which the Company need not supply the Parent with any information which it is under a legal obligation not to supply, party and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent entered into prior to the purchase date of this Agreement; provided, however, if such access or disclosure is denied, Seller shall promptly notify Buyer, shall describe in writing the reasons for such denial and shall reasonably cooperate with Buyer to implement any commercially reasonable procedures requested by Buyer to, if possible, provide access or disclosure without resulting in the violations or waivers set forth in the foregoing clauses (x) through (z). Prior to Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not (other than in the ordinary course of business of Buyer and its Affiliates unrelated to the transactions contemplated by this Agreement) contact any Persons known by Buyer to be suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive, destructive, or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall direct its Representatives to, abide by the Purchaser terms of Shares the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.2, and Buyer shall indemnify, defend, and hold Seller, its Affiliates, and their respective Representatives harmless from and against any Losses arising out of Buyer’s or its Representatives access to any Business Facilities during the Offer shall be for Interim Period except to the purposes of verifying the accuracy of representations and warranties of the Company and the compliance extent such Losses were caused by the Company with gross negligence or willful misconduct of Seller, its covenants contained in this AgreementAffiliates, or their respective Representatives.

Access to Information. (a) Between During the date Pre-Closing Period, Seller shall, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its Representatives to, at Buyer’s reasonable request for purposes of consummating the transactions contemplated by this Agreement or otherwise preparing for Buyer’s operation of the Business following the Closing, provide Buyer and the Effective Time, the Company will during ordinary business hours and upon its Representatives with reasonable advance notice, access to (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Seller’s and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, Affiliates’ properties, assets, liabilities books and personnel records and data (includingincluding copies thereof needed to address transition planning for the Business) to the extent (A) related to the Business and (B) capable of being separated from the properties, without limitationassets, title insurance reportsbooks and records, real property surveys documents and environmental reports, if any), data relating to any other business of Seller or any of its Affiliates; (ii) senior management responsible for the Business; and (iii) such other information relating to the Business as the Parent Buyer or any of its Representatives may from time to time reasonably request, (iv) take such actions except as the Parent reasonably deems determined in good faith by Seller to be appropriate to verify the existence ensure compliance with any applicable Law (including any Exigency Measure). All access and condition of equipment leased by the Company investigation pursuant to its customers, and (vthis Section 5.2(a) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that shall be (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, (B) conducted in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the business Business, including that such access may be limited (or conducted remotely or virtually, if feasible) to the extent Seller reasonably determines in light of any Exigency Event, that such access would jeopardize the Companyhealth and safety of any employee of Seller or its applicable Affiliate(s), (BC) coordinated through Seller’s Corporate Development division (or such other division as may be later designated in writing by Seller) or a designee thereof and (D) conducted at Buyer’s sole cost and expense, and Seller shall have the Company right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.2(a). Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, Seller shall not be required to take provide access or disclose information (I) to Buyer that contains or comprises (1) information relating to any action which would constitute a waiver other businesses of Seller or any of its Affiliates (other than the Business), except to the extent required to obtain the Consents in accordance with and subject to Section 5.7, or (2) individual performance or evaluation records, medical histories, workers compensation records, drug testing results, or other sensitive personal information, (II) where such access or disclosure would, in Seller’s legal counsel’s reasonable judgment, (1) jeopardize the attorney-client privilegeprivilege or other immunity or protection from disclosure of Seller or any of its Subsidiaries, (C2) the Company need not supply the Parent conflict with any (x) Law, Data Security Requirement or Order applicable to Seller or any of its Affiliates, Consent previously given by any Person, or the assets, or operation of the Business including any Exigency Measure, (y) Contract to which Seller or any of its Affiliates is party or by which any of the assets or properties of Seller or any of its Affiliates are bound or (z) other contractual or fiduciary obligation of confidentiality or (3) result in the disclosure of competitively sensitive information to the Buyer (but which it will be provided to Buyer’s Representatives on an outside counsel basis if required to obtain the Consents in accordance with and subject to Section 5.7); provided, that, in the event any access or information is under withheld in accordance with this sentence, Seller will inform Buyer of the general nature of the information being withheld and, upon Xxxxx’s request, reasonably cooperate with Buyer to provide such information, in whole or in part, in a legal obligation manner that would not result in any of the outcomes described in the foregoing clauses (1), (2) or (3), including by providing such access or information to Buyer’s Representatives. Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, except as contemplated by Section 2.12(c) with respect to the Seller Shared Contracts, without the prior written consent of Seller (not to supplybe unreasonably withheld, conditioned or delayed), (x) Buyer shall not, and shall cause its Subsidiaries and their respective Representatives not to, contact or communicate with any vendor, supplier or customer of the Business, or any other Person having a business relationship with the Business, regarding the business, operations or prospects of the Business or this Agreement or the transactions contemplated hereby, and (Dy) until such time as the Parent and/or its affiliates are the beneficial owners of a majority Buyer shall have no right to perform invasive or subsurface investigations of the outstanding Sharesproperties or facilities of the Business without the prior written consent of Seller. Notwithstanding the foregoing, if the Parties are in an adversarial relationship in any such activities by Legal Proceeding, the Parent prior to the purchase by the Purchaser furnishing of Shares pursuant to the Offer information, documents or records in accordance with this Section 5.2(a) shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance subject to any applicable rules relating to discovery. This Section 5.2(a) shall not apply to any records relevant to Taxes, which shall be governed by the Company with its covenants contained in this AgreementSection 6.3.

Access to Information. (a) Between Subject to Section 5.4 hereof, from the date Agreement Date until the earlier of the Effective Time and the termination of this Agreement and the Effective TimeAgreement, the Company will shall, and shall cause each of the Company Subsidiaries to, afford the Representatives and other agents of Parent (provided, that Parent shall cause such Representatives and other agents to treat any information gained thereby as confidential) reasonable access, during ordinary normal business hours and upon reasonable advance written notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request subject to all of its books, records (including, without limitation, the workpapers reasonable rules and regulations of the Company's outside accountants, to (a) the Specified Company Employees and, with the prior written consent of a Specified Company Employee (such consent not to be unreasonably withheld, delayed or conditioned), contractsany of the other employees of the Company and the Company Subsidiaries to which any Specified Company Employee provides his consent, commitments, plants(b) the properties, offices and other facilities of the Company and propertiesthe Company Subsidiaries and (c) to the extent not prohibited by Law, all books and records, and its personnelall financial, representativesoperating, accountants Tax and agentsother data and information, with respect to the Business that are in the possession of the Company or any of the Company Subsidiaries, in each case, as Parent may reasonably request; provided, however, that all such access shall take place after appropriate prior consultation with (i) if the officers Company so requires, Parent’s representatives conducting any physical inspection of the Companyproperties, offices or other facilities of the Company or one of the Company Subsidiaries shall be accompanied by one or more representatives of the Company and (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take provide any action which such access to the extent that it would constitute a waiver require the Company or any of the Company Subsidiaries to (A) disclose information subject to attorney-client privilegeprivilege as advised by the Company’s outside counsel (after taking into account the potential for a “continuity of interest” or similar agreement; provided, that, in any event, the Company will disclose to Parent that it is withholding information in reliance upon this Section 5.5), (B) disclose information that would cause significant competitive harm to the Company or the Company Subsidiaries if the transactions contemplated by this Agreement are not consummated, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supplyviolate applicable Law, and or (D) until violate any confidentiality obligations to which the Company or any of the Company Subsidiaries is bound; provided, that the Company shall use reasonable best efforts to provide any such time information in a manner and to the maximum extent such clauses (A) through (D) shall not apply. All requests for such access shall be directed to a Specified Company Employee or such other Person as the Company may designate in writing to Parent and/or its affiliates are from time to time. Anything herein to the beneficial owners of a majority of the outstanding Sharescontrary notwithstanding, any such activities by the Parent prior to the purchase by Closing, without the Purchaser express prior written consent of Shares pursuant the Company, which consent shall not be unreasonably withheld, neither Parent nor Merger Sub, nor any of their Representatives or other agents shall contact any customers to, or vendors or suppliers of, the Company, or shall have any right to perform sampling or any invasive or subsurface investigations of any properties or facilities of the Offer Company or any of the Company Subsidiaries. In exercising its rights hereunder, Parent shall, and shall be for cause its advisors, representatives, officers, directors, employees, auditors and other agents to conduct themselves so as not to unreasonably interfere in the purposes conduct of verifying the accuracy of representations and warranties Business of the Company and the compliance by Company Subsidiaries prior to the Company with its covenants contained in this AgreementClosing.

Access to Information. (a) Between From and after the date of this Agreement hereof, and the Effective Timesubject to Applicable Law, the Company will during ordinary business hours Seller shall, and upon reasonable advance noticeshall cause its Affiliates to, (i) give to Buyer the Parent Parties and the Parent's authorized representatives all access the Parent shall reasonably request to all of its bookstheir respective counsel, records (includingfinancial advisors, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices auditors and other facilities and Representatives reasonable access, during normal business hours, to the offices, properties, assets, books and records of Seller and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, Affiliates (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing relates to the Company's physical inventory of its assetsBusiness), (iiii) cause its officers and advisors to furnish to the Parent Buyer and its Affiliates and their respective counsel, financial advisors, auditors and other Representatives such financial and operating data and other information as such Persons may reasonably request (including any information necessary or useful in connection with any audit, investigation, dispute or any other existing information with respect reasonable business purpose relating to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (ivBusiness) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (vi) permit use commercially reasonable efforts to cause the Parent's accountants employees, counsel, financial advisors, auditors and other Representatives of Seller or any of its Affiliates to conduct such confirmation cooperate with Buyer in its investigation of the Business; provided that Seller may restrict the foregoing access and testing procedures with respect disclosure to the Company's receivables as the Parent reasonably deems appropriate; provided, however, extent that such access or disclosure would (A) result in the loss of attorney-client privilege or other legal immunity or protection 48 from disclosure by Seller or (A) contravene any Applicable Law (except that, prior to withholding any such access or information pursuant to this proviso, Seller shall notify Buyer in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements and redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer such access or information to the fullest extent reasonably practicable under the circumstances). Any investigation pursuant to this ‎Section 5.02(a) shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business Business. No information or knowledge obtained by Buyer or any of the Company, its Affiliates or Representatives (B) the Company shall not be required to take including in any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares investigation pursuant to the Offer this ‎Section 5.02(a)) shall affect or be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance deemed to modify any representation, warranty or agreement made by the Company with its covenants contained in this Agreementany Party hereunder.

Access to Information. (a) Between Prior to the Effective Time, Parent shall be entitled, through its Representatives, to have such access to the assets, properties, books, records, Contracts, business and operations of the Company as is reasonably necessary or appropriate in connection with its investigation of the Company with respect to the Transactions and the execution, performance or consummation (including integration planning) of such transactions in the case of Parent. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and in a manner designed not to substantially disrupt the Company’s business operations and the Company shall reasonably cooperate therein; provided, that nothing herein shall give Parent or its Representatives the right to any material relating to (x) any bids or business on which the Company and Parent or any of their respective subsidiaries are competing or (y) any such material that relates to the negotiation and execution of this Agreement, or to the transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing transaction. No investigation by Parent (whether conducted prior to or after the date of this Agreement and Agreement) shall diminish or obviate any of the Effective Timerepresentations, warranties, covenants or agreements of the Company will contained in this Agreement. The Company shall provide Parent’s representatives during ordinary business hours such period with the opportunity to review all such information and upon reasonable advance notice, (i) give such documents concerning the Parent and affairs of the Company as such Parent's authorized ’s representatives all access the Parent shall may reasonably request to all of its books, records (including, without limitation, the workpapers in furtherance of the Company's outside accountants)purposes set forth above and cause its officers, contractsemployees, commitmentsconsultants, plants, offices and other facilities and properties, and its personnel, representativesagents, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent attorneys to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish cooperate to the Parent its financial and operating data and extent practicable with Parent’s representatives in connection with such other existing information with respect to its businessinvestigation. Notwithstanding the foregoing, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take permit such access or make such disclosure if such access or disclosure could: (i) violate the terms of any action which would constitute confidentiality agreement or other Contract with a waiver third party; provided, that the Company shall use reasonable best efforts to render the prohibitions under such confidentiality agreement or other Contract inapplicable, (ii) result in the loss of the any attorney-client privilege, or (Ciii) the Company need not supply the Parent with violate any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementapplicable Law.

Access to Information. (a) Between Subject to the Confidentiality Agreement, from the date of this Agreement and until the Effective TimeClosing or the earlier termination of this Agreement in accordance with ARTICLE VII, the Company will permit Parent, during ordinary normal business hours and upon reasonable advance notice, (i) give to have reasonable access to Representatives of the Parent Company and the Parent's authorized representatives all access the Parent shall reasonably request to all of its premises, properties, books, records (including, without limitation, the workpapers including Tax records of the Company's outside accountants)) and contracts of the Company, contractsexcept, commitmentsin each case, plants, offices and other facilities and propertiesfor privileged attorney-client communications or attorney work product, and its personnel, representatives, accountants and agentsinformation or materials required to be kept confidential by applicable Legal Requirements; provided, however, that all such in exercising access shall take place after appropriate prior consultation rights under this Section 4.2(b), Parent and Parent’s Representatives will not be permitted to interfere unreasonably with the officers conduct of the Company, (ii) business of the Company or any of its Subsidiaries. The Company will instruct the PCAOB Auditor to provide Parent and its Representatives reasonable access to all of the financial information used in the preparation of the Financial Statements and PCAOB Audited Financial Statements and reasonably cooperate with the preparation of financial statements or financial information for inclusion in the Form S-4; provided that Parent and its Representatives execute any customary non-reliance or similar agreement reasonably requested by the PCAOB Auditor; provided further that the Company shall be entitled to attend any meeting and be copied on any correspondence between Parent or any of its Representatives and the PCAOB Auditor. Parent will permit the Company and its Representatives, during normal business hours and upon reasonable notice, to have reasonable access to Representatives of Parent and Merger Sub and to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its businesspremises, properties, assetsbooks, liabilities records (including Tax records of Parent) and personnel (includingcontracts of Parent and Merger Sub, without limitationexcept, title insurance reportsin each case, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customersfor privileged attorney-client communications or attorney work product, and (v) permit the Parent's accountants information or materials required to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriatebe kept confidential by applicable Legal Requirements; provided, however, that (A) any such investigation shall in exercising access rights under this Section 4.2(b), the Company and the Company’s Representatives will not be conducted in such a manner as not permitted to interfere unreasonably with the operation conduct of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior or Merger Sub. Notwithstanding anything contained herein to the purchase by the Purchaser of Shares contrary, no access or examination provided pursuant to this Section 4.2 will qualify or limit any representation or warranty set forth herein or the Offer shall be for conditions to the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained Closing set forth in this AgreementSection 6.2(a) or 6.3(a), as applicable.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to: (a) Between the date of this Agreement afford Buyer and its Representatives reasonable access to and the Effective Timeright to inspect all of the Leased Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company will during ordinary business hours as Buyer or any of its Representatives may reasonably request; and upon reasonable advance notice, (ic) give instruct the Parent Representatives of Seller and the Parent's authorized representatives all access the Parent shall reasonably request Company to all of cooperate with Buyer in its books, records (including, without limitation, the workpapers investigation of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to materially interfere unreasonably with the operation of the business normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, (B) neither Seller nor the Company shall not be required to take disclose any action which would constitute a waiver of information to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the Closing, (C) without the Company need not supply the Parent with any information which it is under a legal obligation prior written consent of Seller, not to supplybe unreasonably withheld, and (D) until such time as conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Parent and/or its affiliates are the beneficial owners of a majority Company. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of the outstanding Shares, any such activities by Leased Real Property without the Parent prior to the purchase by the Purchaser written consent of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementSeller.

Access to Information. (a) Between Prior to the date Closing Date and subject to applicable Law and Section 6.06, Parent and State Bank shall be entitled, through its representatives (including its legal advisors, consultants and accountants), to have such access to the properties, businesses and operations of the Seller Bank and its Subsidiaries and such examination of the books and records of the Seller Bank and its Subsidiaries as it reasonably requests in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement Agreement. Any such access and the Effective Timeexamination shall be conducted on reasonable advance written notice, the Company will during ordinary regular business hours and upon under reasonable advance noticecircumstances and shall be subject to restrictions under applicable Law. The Seller Bank shall use its commercially reasonable efforts to cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Seller Bank and its Subsidiaries to reasonably cooperate with Parent and Parent’s representatives in connection with such access and examination, and Parent and its representatives shall reasonably cooperate with the Seller Bank and its Subsidiaries and their respective officers, employees, consultants, agents, accountants, attorneys and other representatives and shall use their commercially reasonable efforts to minimize any disruption to the business of the Seller Bank. Prior to the Closing, Parent and Parent’s representatives may contact and communicate with employees of the Seller Bank and its Subsidiaries to the extent necessary in connection with the consummation of the transactions contemplated hereby without the prior written consent of the Seller Bank; provided that such requested communication does not unreasonably interfere with the ongoing operations of the Seller Bank or any of its Subsidiaries. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) give unreasonably disrupt the Parent and operations of the Parent's authorized representatives all access the Parent shall reasonably request to all Seller Bank or any of its books, records Subsidiaries or (including, without limitation, ii) would reasonably be expected to cause the workpapers Seller Bank or any of the Company's outside accountants)Seller Bank’s Subsidiaries to waive an attorney-client, contractsother legal privilege or the work product doctrine, commitmentsor violate any Contract or obligation of confidentiality or non-disclosure or conflict with any confidentiality obligations to which the Seller Bank or any of the Seller Bank’s Subsidiaries is bound, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsin each case with respect to information to be disclosed; provided, however, that all such access the Seller Bank shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company but shall not be required to take any action which would constitute obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable prior written request; and provided, further, that the Seller Bank shall use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without waiving any attorney-client privilege, other legal privilege or the work product doctrine, or violating or conflicting with such Contract or other obligation of confidentiality or non-disclosure (Cit being understood that such commercially reasonable efforts shall not require the Seller Bank or any of its Subsidiaries to pay any consideration or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, prior to the Closing, (A) without the Company need prior written consent of the Seller Bank, neither Parent nor State Bank shall, and Parent and State Bank shall cause their respective officers, employees, legal advisors, consultants, agents, accountants and other representatives not supply to, contact any supplier, customer, client, independent contractor, landlord, lessor, any person with whom the Parent Seller Bank or any of the Seller Bank’s Subsidiaries have or have had a business relationship or other representative of or to the Seller Bank or any of the Seller Bank’s Subsidiaries with respect to the Seller Bank, any information which it is under a legal obligation not to supplyof the Seller Bank’s Subsidiaries or the transactions contemplated by this Agreement, and (DB) until such time as the neither Parent and/or its affiliates are the beneficial owners of a majority nor State Bank shall have any right to perform invasive or subsurface investigations of the outstanding Shares, properties or facilities of the Seller Bank or any such activities by of the Parent Seller Bank’s Subsidiaries without the prior written consent of the Seller Bank. The Seller Bank does not make any representation or warranty as to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of any information (if any) provided or obtained pursuant to this Section 6.05 and neither Parent nor State Bank may rely on the accuracy of any such information, in each case other than as expressly set forth in the Seller Bank’s representations and warranties contained in Article IV. No investigation pursuant to this Section 6.05 or otherwise by Parent, State Bank or their representatives shall be deemed to modify any of the Company Seller Bank’s representations and the compliance by the Company with its covenants warranties contained in this AgreementArticle IV.

Access to Information. (a) Between Upon reasonable notice and subject to applicable laws relating to the exchange of information and to the Confidentiality Agreement dated February 27, 1996, as amended (the "Confidentiality Agreement"), among the parties to this Agreement, each of Professionals Group and PPTF shall, and shall cause each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the other party, access, during normal business hours during the period prior to the INSCX Xxxective Time, to all its properties, books, contracts, commitments and records and, during such period, each of Professionals Group and PPTF 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 or state insurance laws (other than reports or documents which Professionals Group or PPTF, as the case may be, is not permitted to disclose under applicable law or by agreement) and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither Professionals Group nor PPTF 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 Professionals Group's or PPTF's, as the case may be, customers, jeopardize the attorney-client and work product privileges of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement and Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers restrictions of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementpreceding sentence apply.

Access to Information. (a) Between From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement and the Effective Timein accordance with its terms, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Company shall provide to Parent and the Parent's ’s authorized representatives all during normal business hours reasonable access to books and records of the Parent shall reasonably request to all of its books, records Group Companies (including, without limitation, the workpapers monthly and quarterly financial statements prepared in the Ordinary Course of Business by the Group Companies as soon as reasonably practicable at the end of each calendar month or calendar quarter, as applicable), and with the prior written consent of the Company's outside accountantsRepresentative (which may be effected by email), contractsnot to be unreasonably withheld, commitmentsconditioned or delayed, plantssenior-level employees relevant to consummating the Transactions, offices and other facilities and including for post-Closing planning purposes, offices, properties, and its personnelfacilities (in all cases, representatives, accountants and agents; in a manner so as to not unreasonably interfere with the normal business operations of any Group Company) for any reasonable purpose (provided, however, that all the continuation of due diligence shall not be deemed a reasonable purpose). All of such access information shall take place after appropriate prior consultation with be treated as confidential information pursuant to the officers terms of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish Confidentiality Agreement. Notwithstanding anything to the Parent its financial and operating data and such other existing information with respect to its businesscontrary in this Agreement, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take disclose any action which competitively sensitive information (except through a clean team agreement arrangement) or disclose any other information to Parent or its representatives if (x) such disclosure would constitute a waiver of the be reasonably likely to jeopardize any attorney-client or other legal privilege (provided further that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of any attorney-client or other legal privilege), (Cy) the Company need not supply the Parent with such disclosure would be reasonably likely to contravene any information which it is under a legal obligation not to supplyapplicable Laws, and fiduciary duty or binding agreement (Dincluding confidentiality agreement) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent entered into prior to the purchase date hereof (provided further that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that will not contravene any applicable Laws (such as through the use of a “clean team”) or does not contravene any fiduciary duty or result in a breach of such agreement including using reasonable best efforts to obtain the required consent of any applicable third party), or (z) if the Parties are in an adversarial relationship in litigation or arbitration (in which case the furnishing of information, documents or records contemplated by this Section 5.2(a) shall be subject to applicable rules relating to discovery) (the Purchaser of Shares pursuant matters referred to in this sentence with respect to any Person, the “Access Limitations”). Notwithstanding the foregoing, the Access Limitations shall not apply with respect to the Offer shall be for the purposes of verifying the accuracy of representations and warranties Company’s delivery to Parent of the Company monthly and quarterly financial statements in accordance with this Section 5.2(a). At or within five (5) Business Days after the compliance by Closing, the Company with its covenants contained Representative will deliver a copy of all documents in this Agreementthe Data Room to Parent on compact disc, DVD or USB flash drive.

Access to Information. (a) Between During the date of this Agreement Pre-Closing Period, each Seller shall, and the Effective Timeshall cause each Company whose Equity Interests it owns to, the Company will during ordinary business hours provide Buyer and upon its Representatives with reasonable advance notice, access to (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the such Company's outside accountants), contracts, commitments, plants, offices ’s and other facilities such Company’s Business’ properties and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Companyassets, (ii) permit the Parent to make all senior management of such inspections thereof as it may reasonably request (including, without limitation, observing the Company and such Company's physical inventory of its assets), ’s Business and (iii) cause its officers and advisors to furnish any other information to the Parent its financial extent primarily relating to such Company’s Business and operating data and such other existing information with respect to its business, the properties, assets, liabilities assets and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), of such Company as the Parent Buyer or any of its Representatives may from time to time reasonably request, (iv. All access and investigation pursuant to this Section 5.3(a) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that shall be (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Vitro, (B) conducted in such a manner as not to interfere unreasonably with the operation normal operations of the business of the Business or such Company, (BC) coordinated through Vitro’s general counsel or a designee thereof and (D) conducted at Buyer’s sole cost and expense, and such Seller shall have the right to have one (1) or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.3(a). Notwithstanding anything herein to the contrary, during the Pre-Closing Period, neither any Seller nor any Company shall not be required to take any action which would constitute a waiver of provide access or disclose information where such access or disclosure would, in such Seller’s reasonable judgment, (1) jeopardize the attorney-client privilegeprivilege or other immunity or protection from disclosure of any Seller or any Company, (C2) the Company need not supply the Parent conflict with any information (x) Law or Order applicable to any Seller, any Business or any Company or the assets, or operation of any Business or any Company, (y) Contract to which it any Company, any Seller or any of their Subsidiaries is under a legal party or by which any of the assets or properties of any Business is bound or (z) other obligation of confidentiality, or (3) result in the disclosure of competitively sensitive information. Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, without the prior written consent of Vitro (which consent may be withheld for any reason): (i) Buyer shall not, and shall cause its Affiliates and its Representatives not to supplyto, contact any vendor, supplier or customer of any Company or the Business regarding the business, operations, or prospects of any Company or any Business or this Agreement or the transactions contemplated hereby, and (Dii) until such time as the Parent and/or its affiliates are the beneficial owners of a majority Buyer shall have no right to perform invasive or subsurface investigations of the outstanding Shares, properties or facilities of any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementor any Business (including any “Phase II” or other similarly invasive environmental assessments thereof).

Access to Information. (a) Between From the date of this Agreement hereof until the Closing and subject to Applicable Law and the Effective Timeconfidentiality agreement dated as of July 31, 2014 between the Company and Parent (the “Confidentiality Agreement”), the Company will during ordinary business hours and upon reasonable advance notice, shall (i) give Parent, its counsel, financial advisors, auditors and other authorized Representatives, upon reasonable notice, reasonable access to the Parent offices, properties, books and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, Company and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanySubsidiaries, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent Parent, its counsel, financial advisors, auditors and other 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 existing information authorized representatives to cooperate reasonably with respect to Parent in its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition investigation of equipment leased by the Company and its Subsidiaries. Any investigation pursuant to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation this Section shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the CompanyCompany and its Subsidiaries. Nothing in this Section 5.02 shall require the Company to provide any access, or to disclose any information (Bi) if providing such access or disclosing such information would violate any Applicable Law (including antitrust and privacy laws) or binding agreement entered into prior to the date of this Agreement or (ii) protected by attorney-client privilege to the extent such privilege cannot be reasonably protected by the Company through exercise of its reasonable efforts. If any material is withheld by the Company pursuant to the immediately preceding sentence, to the extent permitted by Applicable Law, the Company shall not inform Parent as to the general nature of what is being withheld and the basis for withholding such material and shall use commercially reasonable efforts to make substitute arrangements so as to provide Parent and its Representatives with such access. No such access, nor any information obtained therefrom, shall be required deemed to take cure any action which would constitute a waiver breach of any representation or warranty made in this Agreement or have any effect for purposes of determining satisfaction of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained conditions set forth in this Agreement, or the compliance with any covenant set forth herein.

Access to Information. (a) Between Sellers shall, and shall cause the date Acquired Companies to, afford the authorized Representatives of this Agreement Buyers (including independent public accountants, attorneys, consultants and the Effective Time, the Company will Representatives of Buyers’ lenders) reasonable access during ordinary normal business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its businessoffices, properties, assetsemployees and business and financial records of the Acquired Companies to the extent Buyers shall deem reasonably necessary or desirable and shall furnish to Buyers or its authorized Representatives such additional information concerning the Interests, liabilities the Business and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any)the operations of the Acquired Companies as shall be reasonably requested, as the Parent may from time shall be reasonably necessary to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate enable Buyers or their Representatives to verify the existence accuracy of the Sellers’ representations and condition warranties contained in this Agreement, to verify that the covenants of equipment leased by Sellers contained in this Agreement have been complied with and to determine whether the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateconditions set forth in Article IX have been satisfied; provided, however, that (Ai) neither Sellers nor the Acquired Companies shall be required to violate any obligation of confidentiality, Court Order or Requirements of Laws to which either Seller or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 (it being understood that the Sellers shall cause the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information) and (ii) Buyers shall not conduct any invasive soil investigation with respect to any Acquired Company Property without written approval of the Sellers’ Representative, which approval shall not be unreasonably withheld, conditioned or delayed. Buyers agree that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation operations of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementAcquired Companies.

Access to Information. From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to restrictions contained in any confidentiality agreement to which any Group Company is subject, the Company shall provide to Parent and its authorized representatives during normal business hours reasonable access to all books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company, which may include remote access or other arrangements reasonably designed to protect the health and safety of employees and representatives of the Group Companies as a result of COVID-19). All of 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 set forth in this Agreement, during the period from the date hereof until the Closing, neither the Sellers nor any of their Affiliates (including the Group Companies) shall be required to disclose to Parent or any of its representatives any (a) Between the date of this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, information (i) give to the extent related to the sale or divestiture process conducted by the Sellers or their Affiliates for the Group Companies vis-à -vis any Person other than Parent and its Affiliates, or the Parent's authorized representatives all access Sellers’ or their Affiliates’ (or their representatives’) evaluation of the Parent shall reasonably request business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (ii) if doing so would violate any Contract or Law to all which any Seller or any of its books, records Affiliates (including, without limitation, including the workpapers Group Companies) is a party or is subject or which it reasonably determined upon the advice of counsel would reasonably be expected to result in the loss of the Company's outside accountants), contracts, commitments, plants, offices ability to successfully assert attorney-client and other facilities and properties, and its personnel, representatives, accountants and agents; work product privileges (provided, however, that all such access the Parties shall take place after appropriate prior consultation with cooperate in good faith to develop substitute arrangements that would not reasonably be expected to so result in the officers loss of attorney-client privilege or violation of applicable Law and the Company, (ii) permit Sellers shall use commercially reasonable efforts to obtain any consent or waiver necessary from the Parent Person to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assetswhom any applicable contractual confidentiality obligation is owed), (iii) cause if the Sellers or any of their Affiliates, on the one hand, and Parent or any of its officers and advisors to furnish to Affiliates, on the Parent its financial and operating data other hand, are adverse parties in a litigation and such other existing information with respect to its businessis reasonably pertinent thereto, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, or (iv) take if the Sellers reasonably determine upon the advice of counsel that such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company information should not be so disclosed due to its customerscompetitively sensitive nature, and or (vb) permit the Parent's accountants any information relating to conduct such confirmation and testing procedures with respect Taxes or Tax Returns other than information relating solely to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementGroup Companies.

Access to Information. (a) Between Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the date of this Agreement through the earlier of the Closing Date and the Effective Timedate on which this Agreement is terminated in accordance with Article IX, Sellers shall permit, and shall cause the Companies and their Subsidiaries to permit, the Company will Purchaser and its advisors, accountants, attorneys and authorized representatives to have reasonable access, during ordinary regular business hours and upon reasonable advance notice, (i) give to the Parent offices, facilities, assets, properties, certain management-level employees, books and the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and propertiesBusiness, and its personnelshall furnish, representativesor cause to be furnished, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial Purchaser, such financial, Tax and operating data and such other existing information with respect to its businesssuch entities and their respective offices, facilities, assets, properties, assetsemployees, liabilities businesses and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), operations as the Parent may Purchaser shall from time to time reasonably request, (iv; provided that Sellers shall have no obligation to provide any Tax Returns or work papers of any Seller that are an Excluded Asset. All access and investigation pursuant to this Section 6.05(a) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted at the Purchaser’s expense and in such a manner as not to unreasonably interfere unreasonably with the operation normal operations of the business Business. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) all such access and information relating thereto shall be governed by the terms and conditions of the CompanyConfidentiality Agreement, (Bii) without the prior written consent of Sellers, the Purchaser shall not contact any vendor, customer or employee of Sellers, the Companies or any of their respective Subsidiaries with respect to the transactions contemplated by this Agreement, and (iii) the Company Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of Sellers, the Companies or any of their Subsidiaries without the prior written consent of Sellers. None of Sellers, the Companies or their respective Subsidiaries shall have any obligation to provide the Purchaser with any such access or information which, after being advised as such by legal counsel, Sellers, the Companies and their respective Subsidiaries conclude in good faith cannot be required disclosed without (i) violating applicable Law or other obligation of confidentiality, (ii) contravening any Contract entered into by Sellers, the Companies or their respective Subsidiaries prior to take the date of this Agreement, (iii) violating or prejudicing the rights of any action which would constitute a waiver of Sellers’, the Companies’ or their respective Subsidiaries’ customers, or (iv) violating or jeopardizing the attorney-client privilege, (C) attorney work-product privilege or other immunity or protection from disclosure of Sellers, the Company need not supply Companies or their respective Subsidiaries; provided, that Sellers, the Parent Companies and their Subsidiaries shall provide the Purchaser with notice of the withholding of any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes foregoing clauses (i), (ii), (iii) or (iv) and use their reasonable best efforts to identify and implement any alternative means to allow disclosure of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this Agreementsuch information or such access.

Access to Information. From the date hereof until the Closing, Transferor shall (a) Between the date of this Agreement afford Acquiror and its Representatives reasonable access to and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request right to inspect all of the assets, premises, Inventory, Books and Records, Contracts and other documents and data related to the Business; (b) furnish Acquiror and its booksRepresentatives with such financial, records operating and other data and information related to the Business as Acquiror or any of its Representatives may reasonably request; and (including, without limitation, c) instruct the workpapers Representatives of Transferor to cooperate with Acquiror in its investigation of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agentsBusiness; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Transferor, under the supervision of Transferor’s personnel and in such a manner as not to interfere unreasonably with the operation conduct of the business Business or any other businesses of Transferor. All requests by Acquiror for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Xxxxxxx Xxxxxx or such other individuals as Transferor may designate in writing from time to time. Notwithstanding anything to the Companycontrary in this Agreement, (B) the Company Transferor shall not be required to take disclose any action which would constitute a waiver of the information to Acquiror if such disclosure would, in Transferor’s sole discretion: (y) jeopardize any attorney-client or other privilege, or (Cz) the Company need not supply the Parent with contravene any information which it is under a legal obligation not to supplyapplicable Law, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent fiduciary duty or binding agreement entered into prior to the purchase date of this Agreement. Prior to the Closing, without the prior written consent of Transferor, which may be withheld for any reason, Acquiror shall not contact any suppliers to, or customers of, the Business and Acquiror shall have no right to perform invasive investigations of the Leased Real Property. Acquiror shall, and shall cause its Representatives to, abide by the Purchaser terms of Shares the Confidentiality Agreement with respect to any access or information provided pursuant to the Offer this Section 6.02. No investigation by Acquiror or other information received by Acquiror shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company with its covenants contained Transferor in this Agreement.

Access to Information. From the date hereof until the Closing, the Company and its Subsidiaries shall: (a) Between the date of this Agreement afford Parent and its representatives reasonable access to and the Effective Timeright to interview personnel, inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company will during ordinary business hours and upon reasonable advance notice, its Subsidiaries; (ib) give the furnish Parent and its representatives with copies of such contracts, books and records, financial, operating and other data and information related to the Parent's authorized representatives all access the Company as Parent shall reasonably request to all or any of its booksrepresentatives may reasonably request; (c) afford Parent and its representatives with reasonable access to the Company’s and Subsidiaries’ suppliers, records vendors and customers for the purposes of transition planning and integration upon notice to and with the prior consent of the Company (includingsuch consent not to be unreasonably withheld, without limitationconditioned or delayed, provided representatives of the workpapers Company may be present during any such access); and (d) instruct the representatives the Company to cooperate with Parent in its investigation of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the operation of the business normal operations of the Company. All requests by Parent for access pursuant to this Section 7.2 shall be submitted or directed exclusively to Xxxxxxxx X. Xxxxx or Xxxxxxx X. Xxxxxx or such other individuals as Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, (B) the Company shall not be required to take disclose any action which would constitute a waiver information to Parent if such disclosure would, in Company’s reasonable discretion upon advice of counsel: (x) cause significant competitive harm to the Company and its businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege, ; or (Cz) the Company need not supply the Parent with contravene any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent applicable Law or fiduciary duty or binding agreement entered into prior to the purchase date of this Agreement. Prior to the Closing, without the prior written consent of the Company, which will not be unreasonably withheld, conditioned or delayed, Parent shall have no right to perform invasive or subsurface investigations of the Real Property. Parent shall, and shall cause its representatives to, abide by the Purchaser terms of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementSection 7.2.

Access to Information. From the Original Agreement Date until the Closing, Sellers shall (a) Between the date afford Buyer and its Representatives reasonable access to specified members of this Agreement management of Sellers and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request right to inspect all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its businessReal Property, properties, assets, liabilities premises, Books and personnel Records, Assigned Contracts and other documents and data Related to the Business; (includingb) furnish Buyer and its Representatives with such financial, without limitation, title insurance reports, real property surveys operating and environmental reports, if any), other data and information Related to the Business as the Parent Buyer or any of its Representatives may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, ; and (vc) permit instruct the Parent's accountants Representatives of Sellers to conduct such confirmation and testing procedures cooperate with respect to Buyer in its investigation of the Company's receivables as the Parent reasonably deems appropriateBusiness; provided, however, that (A) any such investigation shall be conducted during normal business hours upon reasonable advance notice to Sellers, under the supervision of Sellers’ personnel and in such a manner as not to unreasonably interfere unreasonably with the operation conduct of the business Business or any other businesses of Sellers. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Xxxxxx Xxxxx or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the Companycontrary in this Agreement, (B) the Company Sellers shall not be required to take disclose any action which would constitute a waiver of the information to Buyer if such disclosure would: (x) void any attorney-client or other privilege; or (y) contravene any applicable Law, (C) the Company need not supply the Parent with fiduciary duty or confidentiality agreement entered into by any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent Seller prior to the purchase Original Agreement Date; in each case, to the extent applicable to the Business. Prior to the Closing, without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by the Purchaser terms of Shares the Confidentiality Agreement with respect to any access or information provided pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementSection 6.02.

Access to Information. For a period of six (a6) Between years and one (1) month following the date Closing, Purchaser shall provide to the officers, employees, agents and representatives of this Agreement and any Sellers reasonable access to (the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, "Post-Closing Information") (i) give the Parent non-confidential and non-proprietary Books and Records with respect to the Parent's authorized representatives all access the Parent shall reasonably request to all of its books, records (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the CompanyProperties, (ii) permit the Parent Properties, to make such inspections thereof as it may reasonably request (includingprepare any documents required to be filed by Seller under applicable law or to investigate, without limitationevaluate and defend any third-party claim or audit or inquiry by any governmental authority or insurance company, observing the Company's physical inventory of its assets), and (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information make electronic copies in connection with respect to its business, properties, assets, liabilities and personnel clauses (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (ivi) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (vii) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriateabove; provided, however, that (A) any such investigation Seller shall be conducted in such a manner as not provide reasonable prior notice to interfere unreasonably with the operation of the business of the Company, Purchaser; (B) the Company Purchaser shall not be required to take any action which would constitute a waiver of the attorneyprovide such access during non-client privilege, business hours; (C) Purchaser shall have the Company need right to accompany the officer, employees, agents or representatives of Seller in providing access to the Books and Records or the Properties; (D) such access shall not supply be permitted with respect to any such documents or materials that (i) are legally privileged or constitute attorney work product, (ii) are subject to a third party confidentiality agreement or to applicable law prohibiting their disclosure by Purchaser, (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Purchaser, or (iv) are otherwise related to the Parent subject matter of any claim or litigation between Purchaser and Seller. Purchaser, at its cost and expense, shall use commercially reasonable efforts to retain all Books and Records with respect to the Properties for a period of six (6) years and one (1) month following the Closing; and (E) Sellers shall keep such information relating to the Books and Records confidential, provided that Sellers may disclose such information to Seller Related Parties and Sellers shall be under no duty to keep such information confidential to the extent that such information (i) was or becomes available to Sellers or Seller Related Parties on a non-confidential basis from a person not reasonably believed by Sellers or Seller Related Parties to be under an obligation (whether contractual, legal or fiduciary) of confidentiality to Purchaser, (ii) any information or materials which Sellers or Seller Related Parties reasonably believe were in Sellers or Seller Related Parties' possession, as applicable, prior to the receipt of such information from DOC ID - 21031260.28 the Purchasers, (iii) any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority or hereafter becomes part of the outstanding Sharespublic domain without any violation by Sellers or Seller Related Parties, (iv) any such activities information Sellers or Seller Related Parties reasonably believe was independently produced by Sellers or Seller Related Parties, as applicable, without any reliance upon the Parent prior to information and if required by court order or subpoena issued in connection with any litigation or proceeding. This Section 39(c) shall survive the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its covenants contained in this AgreementClosing.